Exhibit
10.2


 


ESCROW
AGREEMENT


 


THIS
ESCROW AGREEMENT (this “Agreement”) is entered into as of October 26, 2022, by and among STARBOX GROUP HOLDINGS LTD., a Cayman
Islands company (the “Company”), NETWORK 1 FINANCIAL SECURITIES, INC. (the “Placement Agent” and, together with
the Company, sometimes referred to individually as “Party” and collectively as the “Parties”), and Hunter Taubman
Fisher & Li LLC (the “Escrow Agent”). For the convenience of the Parties, capitalized terms used but not defined herein
have the meanings ascribed to them in the Placement Agreement; provided, however, that the Escrow Agent shall only be bound by, and shall
look only to, the terms defined within this Agreement.


 


WHEREAS,
the Company and the Placement Agent are parties to that certain Placement Agent’s Agreement dated as of October 26, 2022 (the “Placement
Agent Agreement”) in connection with certain private placement to be closed on or about November 3, 2022 (the “Offering”);


 


WHEREAS,
the Placement Agent Agreement contemplates that the Company will deposit, or will cause to be deposited, with the Escrow Agent on the
date hereof an amount in cash equal to $630,000 (the “Escrow Deposit”), to be held in escrow to pay certain compensation
to the Placement Agent pursuant to the terms of Section 5.1 of the Placement Agent Agreement; and


 


WHEREAS,
the Company and the Placement Agent desire to appoint the Escrow Agent as escrow agent with respect to the Escrow Deposit, and the Escrow
Agent is willing to so serve as such escrow agent in accordance with the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the Parties and the Escrow Agent agree as follows:


 


	1.	Appointment.
    The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby
    accepts such appointment under the terms and conditions set forth herein.
	 	 
	2.	Escrow
    Deposit. The Company agrees to deposit with the Escrow Agent the Escrow Deposit. The Escrow Agent shall hold the Escrow Deposit
    in its non-interest bearing attorney trust account.
	 	 
	3.	Disposition
    and Termination.


 


	 	(a)	Payment
    Notice. At the time of initial Closing, an officer of the Company (the “Authorized Representative”) shall deliver
    to the Placement Agent and the Escrow Agent, in accordance with the provisions of Section 8 below, payment notice setting
    forth the amount of gross proceeds from the Offering and the payment to be made to the Placement Agent pursuant to Section 5.1 of
    the Placement Agent Agreement, attached hereto as Exhibit A, (the “Placement Agent Fee”), with the remainder,
    if any, to be returned to the Company’s account.


 




    	 



     


    

 


	 	(b)	Disbursements.
    The Company hereby irrevocably instruct the Escrow Agent that the Escrow Deposit shall be disbursed by the Escrow Agent upon the
    expiration of two (2) Business Days following the earlier of (i) the Company’s announcement of the closing of the Offering
    on a press release or current report on Form 6-K or (ii) issuance of the shares in connection with the Offering. As used in this
    Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow
    Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. Upon delivery
    of the Escrow Deposit in full by the Escrow Agent pursuant to this Section 3, this Agreement shall terminate and the related
    account(s) shall be closed, subject to the provisions of Section 6.


 


	4.	Escrow
    Agent. The Escrow Agent shall have only those duties as are specifically and expressly provided herein, and no other duties,
    including but not limited to any fiduciary duty, shall be implied. The Escrow Agent has no knowledge of, nor any obligation to comply
    with, the terms and conditions of any other agreement between the Parties, nor shall the Escrow Agent be required to determine
    if any Party has complied with any other agreement. The Escrow Agent may conclusively rely upon any written notice, document, instruction
    or request delivered by the Parties believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable,
    without inquiry and without requiring substantiating evidence of any kind and the Escrow Agent shall be under no duty to inquire
    into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall
    not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that the Escrow Agent’s
    gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers
    and perform any of its duties hereunder directly or through affiliates or agents. In the event the Escrow Agent shall be uncertain,
    or believes there is some ambiguity, as to its duties or rights hereunder, or receives instructions, claims or demands from any Party
    hereto which in E the scrow Agent’s judgment conflict with the provisions of this Agreement, or if the Escrow Agent receives
    conflicting instructions from the Parties, the Escrow Agent shall be entitled either to: (a) refrain from taking any action until
    it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict
    or (ii) a court order issued by a court of competent jurisdiction (it being understood that the Escrow Agent shall be entitled conclusively
    to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b)
    file an action in interpleader. The Escrow Agent shall have no duty to solicit any payments which may be due to it, including, without
    limitation, the Escrow Deposit, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness
    of any amounts deposited with it hereunder. The Parties grant to the Escrow Agent a lien and security interest in the Escrow Deposit
    in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent hereunder.
    Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental,
    punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the
    Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that
    the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Escrow Agent.


 




    	 



     


    

 


	5.	Succession.
    The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving not less than thirty (30) days
    advance notice in writing of such resignation to the Parties, or may be removed, with or without cause, by the Parties at any time
    after giving not less than thirty (30) days prior joint written notice to the Escrow Agent. The Escrow Agent’s sole responsibility
    after such applicable thirty (30) day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest
    the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person
    designated by the Parties, or in accordance with the directions of a final court order, at which time the Escrow Agent’s obligations
    hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a
    successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if
    such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent either (a)
    may interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s
    fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint
    a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no
    appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrow Deposit
    to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and
    terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity
    to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without
    further act.
	 	 
	6.	Dispute
    Resolution. In the event of any dispute between the parties to this Agreement in connection with the Escrow Deposit, or if the
    Escrow Agent shall in good faith be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse
    to take any action hereunder for so long as such dispute continues or such doubt exists or until (1) the rights of the parties shall
    have been fully and finally adjudicated by a court of competent jurisdiction or (2) all differences and all doubt resolved by an
    agreement between the Company and the Placement Agent, and the Escrow Agent shall have been notified thereof in writing thereof by
    an Authorized Representative of each of the Parties. In addition, in the event of any such dispute or doubt, the Escrow Agent shall
    have the right to tender into the registry or custody of any court having jurisdiction any part of or all of the Escrow Deposit.
    Upon such tender, the parties to this Agreement agree that the Escrow Agent shall be discharged from all further duties under this
    Agreement.
	 	 
	7.	Indemnification
    and Reimbursement. The Parties agree jointly and severally to indemnify and hold harmless the Escrow Agent and its agents, employees,
    officers and members (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, costs or
    expenses (including attorneys’ fees) (collectively “Losses”), resulting directly or indirectly from (a) the Escrow
    Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction
    to have been caused by the gross negligence or willful misconduct of the Escrow Agent or any such Indemnitee; and (b) the Escrow
    Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received
    in accordance with this Agreement. The obligations set forth in this Section 7 shall survive the resignation, replacement
    or removal of the Escrow Agent or the termination of this Agreement.


 




    	 



     


    

 


	8.	Notices.
    Except as otherwise expressly required in Section 3, all communications hereunder shall be in writing or set forth in
    a PDF attached to an email, and shall be delivered by facsimile, email or overnight courier only to the appropriate fax number, email
    address, or notice address set forth for each Party as follows:


 


If
to the Placement Agent:


 


Network
1 Financial Securities, Inc.


The
Galleria, Building 2


Penthouse
2 Bridge Avenue


Red
Bank, New Jersey 07701-1106


Attention:
Damon Testaverde, Managing Director


Email:
ddtestaverde@netw1.com


 


with
copies to (which shall not constitute notice):


 


Ortoli
| Rosenstadt LLP


366
Madison Avenue, 3rd Floor


New
York, NY 10017


Attention:
Jason Ye, Esq.


Email:
Jye@orllp.legal


 


If
to the Company:


 


Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100


Kuala
Lumpur, Malaysia


Attention:
Lee Choon Wooi, Chief Executive Officer


E-mail:
cw.lee@starboxrebates.com


 


with
copies to (which shall not constitute notice):


 


Hunter
Taubman Fischer & Li LLC


48
Wall Street, Suite 1100


New
York, New York 10005


Attention:
Ying Li, Esq.


E-mail:
yli@htflawyers.com


 



If
to the Escrow Agent:


 


Hunter
Taubman Fisher & Li LLC


48
Wall Street, Suite 1100,


New
York, NY 10005


Attention:
Ying Li, Esq.


Facsimile:
(212) 202-6380


E-mail:
yli@htflawyers.com



 




    	 



     


    

 


	9.	Legal
    Representations. The Placement Agent and the Company acknowledge that Hunter Taubman Fisher & Li LLC is representing the
    Company in connection with the Placement Agent Agreement and the transactions contemplated thereby and in other matters, and further
    agree that such firm shall not be disabled or precluded from acting as attorney for the Company or any of its shareholders, directors
    or officers, in any suit, action or proceeding arising out of the Placement Agent Agreement or the transaction contemplated thereby,
    or otherwise, by reason of its having acted as the Escrow Agent hereunder.
	 	 
	10.	Compliance
    with Court Orders. In the event that a legal garnishment, attachment, levy restraining notice or court order is served with respect
    to any of the Escrow Deposit, or the delivery thereof shall be stayed or enjoined by an order of a court, the Escrow Agent is hereby
    expressly authorized, in its sole discretion, to obey and comply with all such orders so entered or issued, and in the event that
    the Escrow Agent obeys or complies with any such order it shall not be liable to any of the Parties hereto or to any other person
    by reason of such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated.
	 	 
	11.	Miscellaneous.


 


	 	(a)	The
    provisions of this Agreement may be waived, altered, amended or supplemented only by a writing signed by the Escrow Agent and both
    Parties. Neither this Agreement nor any right or interest hereunder may be assigned by any Party without the prior consent of the
    Escrow Agent and the other Party. This Agreement shall be governed by and construed in accordance with the internal, substantive
    laws of the State of New York applicable to agreements entered into and to be performed solely within such state, without giving
    effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that
    would cause the application of the law of any jurisdiction other than the State of New York. Each Party and the Escrow Agent irrevocably
    waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of
    process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the
    State of New York. To the extent that in any jurisdiction either Party may now or hereafter be entitled to claim for itself or its
    assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such Party shall not claim,
    and hereby irrevocably waives, such immunity. The Escrow Agent and the Parties further hereby waive any right to a trial by jury
    with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.


 


	 	(b)	No
    Party is liable to any other Party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement
    because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes
    reasonably beyond its control. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
    but all of which together shall constitute one and the same instrument or instruction, as applicable. If any provision of this Agreement
    is held to be illegal, invalid, or unenforceable, the validity of the remaining portions of this Agreement shall not be affected.
    The Parties each represent, warrant and covenant that (i) each document, notice, instruction or request provided by such Party to
    the Escrow Agent shall comply with applicable laws and regulations; (ii) such Party has full power and authority to enter into, execute
    and deliver this Agreement and to perform all of the duties and obligations to be performed by it hereunder; and (iii) the person(s)
    executing this Agreement on such Party’s behalf and certifying Authorized Representatives in the applicable Schedule 1
    have been duly and properly authorized to do so, and each Authorized Representative of such Party has been duly and properly authorized
    to take the actions specified for such person in the applicable Schedule 1. Except as expressly provided in Sections 4
    and 7 above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other
    than the Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of the Escrow Deposit
    or this Agreement.


 


[Signature
Page to Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


 


	 	Starbox
    Group Holdings Ltd.
	 	 	 
	 	By:	/s/
    Lee Choon Wooi
	 	 	 
	 	Name:	Lee
    Choon Wooi
	 	 	 
	 	Title:	CEO
	 	 	 
	 	NETWORK
    1 FINANCIAL SECURITIES, INC.
	 	 	 
	 	By:	/s/
    Damon Testaverde
	 	 	 
	 	Name:	Damon
    Testaverde
	 	 	 
	 	Title:	Head
    of Investment Banking
	 	 	 
	 	HUNTER
    TAUBMAN FISCHER & LI LLC
	 	 	 
	 	As Escrow Agent
	 	 	 
	 	By:	/s/
    Ying Li
	 	 	 
	 	Name:	Ying
    Li
	 	 	 
	 	Title:	Partner


 




    	 



     


    

 


Exhibit
A


 


The
Placement Agent Agreement