Exhibit
4.2


 


Form
of Underwriter’s Warrant


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE
HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No:
333-[●] AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT
TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE
WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY
HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT
OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [     ], 20221 . VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20272
..


 


ORDINARY
SHARES PURCHASE WARRANT


 


For
the Purchase of [●] Ordinary Shares


 


of


 


STARBOX
GROUP HOLDINGS LTD.


 


1.
Purchase Warrant. THIS ORDINARY SHARES PURCHASE
WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Starbox
Group Holdings Ltd., a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network
1”), dated [●], 2022 (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted
successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from
time to time from [●], 2022 (the “Exercise Date”)3, and at or before 5:00 p.m., Eastern time, [●],
20272 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or
in part, up to [●] Ordinary Shares of the Company, par value $0.001125 per share (the “Shares”)4,
subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees
not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share
(140% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in
Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares
to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed
thereto in the Underwriting Agreement. The Purchase Warrant is redeemable.


 


 


 






	1	Date
    that is the date of the commencement of sales of the offering.
	2	Date
    that is five years from the date of commencement of sales of the offering.
	3	The
    date that is the offering closing date. 
	4	%
    of the number of Ordinary Shares sold in the Offering.


 




    	1



    	 



    

 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A (the “Exercise
Form”) must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of
the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated
by the Company. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on the Expiration
Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire.


 


2.2
Cashless Exercise. In
lieu of exercising this Purchase Warrant by payment of cash pursuant to Section 2.1 above, Holder may elect to receive the
number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase
Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to Holder, Shares in accordance with
the following formula:


 


	X
    =    	Y(A
    – B)	 
	A	 


 


	Where,	X = The number of Shares to be issued to Holder;


 


Y
= The number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise;


 


A
= The fair market value of one Share; and


 


B
= The Exercise Price of this Purchase Warrant, as adjusted hereunder.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


(i)
if the Company’s Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the closing price on such
exchange on the trading day immediately prior to the Exercise Form being submitted in connection with the exercise of this Purchase Warrant;
or


 


(ii)
if the Company’s Ordinary Shares are traded over-the-counter, the value shall be deemed to be the closing bid price on the trading
day immediately prior to the Exercise Form being submitted in connection with the exercise of the Purchase Warrant;


 


(iii)
if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.


 


2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“(i)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED
AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S
SECURITIES (FILE NO. 333-[●])) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN NETWORK
1 FINANCIAL SERVICES INC. OR BONA FIDE OFFICERS OR PARTNERS OF NETWORK 1 FINANCIAL SECURITIES, INC., OR (B) CAUSED TO BE THE SUBJECT
OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES
HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).””


 




    	2



    	 



    

 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not for a period of one hundred eighty (180) days following the date of commencement of sales of the offering: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant or any of the Shares issuable hereunder to anyone other than: (i) Network 1 or a
selected dealer participating in the Offering contemplated by the Underwriting Agreement, or (ii) officers or partners of Network 1,
each of whom shall have agreed to the restrictions contained herein, in accordance with FINRA Rule 5110(e)(1), or (b) cause this Purchase
Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule
5110(e)(2). The registered Holder of this Purchase Warrant will have the option to exercise, transfer or assign this Purchase Warrant
at any time, provided that underlying securities shall not be transferred during the lock-up period; i.e., the Shares shall remain subject
to the 180-day lock-up period. On and after that date that is one hundred eighty (180) days after the commencement of sales of the offering,
transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed,
together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within
five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant
or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of
Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company, (ii) a Registration Statement relating to the offer and sale of such securities that includes a current prospectus has
been filed and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with
applicable state securities law has been established.


 


4.
New Purchase Warrants to be Issued.


 


4.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder, without charge, a new
Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the
number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


4.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation
or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


5.
Adjustments.


 


5.1
Adjustments to Exercise Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


5.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of
outstanding Shares is increased by a share dividend payable in Shares or by a split up of Shares or other similar event, then, on the
effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares,
and the Exercise Price shall be proportionately decreased.


 


5.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the
Exercise Price shall be proportionately increased.


 




    	3



    	 



    

 


5.1.3
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other
than a change covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such Shares, or
in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than
a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or
entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification
also results in a change in Shares covered by Section 5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant
to Section 5.1.1, Section 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly
apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


5.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as
are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after
the date hereof or the computation thereof.


 


5.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have
been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase
Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision
of this Section 5 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


5.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


6.
Registration Rights.


 


6.1
Demand Registration.


 


6.1.1
Grant of Right. Unless all of the Registrable Securities (defined as below) are included in an effective registration statement
with a current prospectus, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of
the Purchase Warrants and/or the underlying securities (“Majority Holder(s)”), agrees to register, once at the Company’s
expense and once at the Majority Holder’s expense, all or any portion of the remaining Ordinary Shares (collectively, the “Registrable
Securities”) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required
unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion,
the Company will file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable
Securities within sixty (60) days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration
statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any
time after one (1) year from the date of effectiveness of the Registration Statement, but no later than five (5) years from the effective
date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any
Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days from the date
of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of
their desire to have their Registrable Securities included in the Registration Statement.


 




    	4



    	 



    

 


6.1.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities upon the first Demand
Notice, including the reasonable expenses of any legal counsel selected by the Holders to represent them in connection with the sale
of the Registrable Securities, but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear all fees
and expenses attendant to registering the Registrable Securities upon the second Demand Notice. The Company agrees to use its commercially
reasonable efforts to qualify or register the Registrable Securities in such States as are reasonably requested by the Majority Holder(s);
provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration
would cause (i) the Company to be obligated to qualify to do business in such State or execute a general consent to service of process,
or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders
of the Company to be obligated to escrow their shares of the Company. The Company shall cause any registration statement or post-effective
amendment filed pursuant to the demand rights granted under Section 6.1.1 to remain effective for a period of twelve (12) consecutive
months from the effective date of such registration statement or post-effective amendment or until the Holders have completed the distribution
of the Registrable Securities included in the Registration Statement, whichever occurs first.


 


6.1.3.
Deferred Filing. If (i) in the good faith judgment of the Board, filing a registration statement pursuant to Section 6.1
would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by a duly authorized officer
of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such registration
statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then
the Company shall have the right to defer such filing on two occasions for an aggregate of not more than one hundred and twenty (120)
days in any twelve-month period.


 


6.1.4.
No Cash Settlement Option. The Company is only required to use its commercially reasonable efforts to cause a registration statement
covering issuance of the Registrable Securities underlying the Purchase Warrant to be declared effective, and once effective, only to
use its commercially reasonable efforts to maintain the effectiveness of the registration statement. The Company will not be obligated
to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective
at the time of exercise. Additionally, in no event is the Company obligated to settle any Purchase Warrant, in whole or in part, for
cash in the event it is unable to register the Registrable Securities.


 


6.2
“Piggy-Back” Registration.


 


6.2.1
Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus,
the Holders of the Purchase Warrants shall have the right for a period of not more than five (5) years from the date of effectiveness
of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed
by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form
S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter
or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered
by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed
(i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire
offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing,
to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the
offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by
all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of
the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including
all holders of the Registrable Securities.


 




    	5



    	 



    

 


6.2.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. In the event of such a proposed registration, the Company shall furnish the then Holders
of outstanding Registrable Securities with not less than ten (10) days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period
in which the Purchase Warrant is exercisable) by the Company until such time as all of the Registrable Securities have been registered
and sold. The holders of the Registrable Securities shall exercise the “piggy back” rights provided for herein by giving
written notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.
The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to the above “piggyback”
rights that does not relate to a firm commitment underwritten offering to remain effective for at least nine (9) consecutive months from
the effective date of such registration statement or until the Holders have completed the distribution of the Registrable Securities
in the registration statement, whichever occurs first.


 


7.
Reservation and Listing. The Company shall at
all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of this Purchase
Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the
terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of this Purchase
Warrant and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall
be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase
Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin
Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as
a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice
Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall
deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall
offer to all the holders of its Shares any additional shares of the Company or securities convertible into or exchangeable for shares
of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its
property, assets and business shall be proposed.


 




    	6



    	 



    

 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service, (3) if
sent by electronic mail, on the day the notice was sent if during regular business hours and, if sent outside of regular business hours,
on the following business day, or (4) when the event requiring notice is disclosed in all material respects and filed in a Current Report
on Form 6-K prior to the Notice Date: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by
notice to the Holders:


 


If
to the Holder:


 


Network
1 Financial Securities, Inc.


2
Bridge Ave., Suite 241


Red
Bank, NJ 07701


Attention:
Adam Pasholk, Managing Director


Email:
adampasholk@netw1.com


 


with
a copy (which shall not constitute notice) to:


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attention:
Lawrence Venick, Esq.


Email:
lvenick@loeb.com


 


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, CEO


Email:
cw.lee@starboxrebates.com


 


with
a copy (which shall not constitute notice) to:


 


Hunter
Taubman Fischer & Li LLC


48
Wall Street, Suite 1100


New
York, NY 10005


Attn:
Ying Li, Esq. and Lisa Forcht, Esq.


Email:
yli@htflawyers.com and lforcht@htflawyers.com


 




    	7



    	 



    

 


9.
Miscellaneous.


 


9.1
Amendments. The Company and Network 1 may from time to time supplement or amend this Purchase Warrant without the approval of
any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Network 1 may deem necessary or desirable and that the Company and Network 1 deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees and respective successors and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5
Governing Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and
enforced in the Borough of Manhattan in The City of New York (each, a “New York Court”), and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Network 1 enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


9.8
Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.9
Restrictions. The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered,
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


9.10
Severability. Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Purchase Warrant.


 


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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______,
2022.


 


	Starbox Group
    Holdings Ltd.	 
	 	 	 
	By: 	 	 
	Name:	Lee Choon Wooi	 
	Title:	Chief Executive Officer	 


 




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EXHIBIT
A


EXERCISE
FORM


 


Form
to be used to exercise Purchase Warrant:


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ Shares of Starbox Group Holdings Ltd., a Cayman Islands
exempted company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Share) in payment of
the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been
exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined
in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	 	 	 	A	 


 


Where,


 


X
= The number of Shares to be issued to Holder;


 


Y
= The number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise;


 


A
= The fair market value of one Share; and


 


B
= The Exercise Price of this Purchase Warrant, as adjusted hereunder


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


Signature


 


Signature
Guaranteed


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 
	(Print in Block Letters)	 
	Address:	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




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EXHIBIT
B


ASSIGNMENT
FORM


 


Form
to be used to assign Purchase Warrant:


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED,            does hereby sell, assign and transfer unto the right to
purchase shares of Starbox Group Holdings Ltd., a Cayman Islands exempted company (the “Company”), evidenced by
the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated:
____________, 20__


 


Holder’s
Signature: _____________________________


 


Holder’s
Address: _____________________________


 


_____________________________


 


Signature
Guaranteed: ___________________________________________


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Purchase Warrant.


 




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