UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2024
Commission
File Number: 001-41480
Starbox
Group Holdings Ltd.
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
Kuala
Lumpur, Malaysia
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Entry
into Software Purchase Agreement with Camilla Consulting Ltd.
On
July 18, 2024, Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), as the issuer, and its indirect wholly
owned subsidiary, Irace Technology Limited, a British Virgin Islands company (“Irace Technology”), as the purchaser, entered
into a software purchase agreement (the “Software Purchase Agreement”) with Camilla Consulting Ltd., a company incorporated
in Seychelles (the “Seller”), as the seller, with respect to certain virtual space immersive advertisement system engine
and related assets, as described more particularly therein (the “VS Immersive Advertisement Software”).
Pursuant
to the Software Purchase Agreement, Irace Technology agreed to acquire from the Seller all of the rights, title and interests in the
VS Immersive Advertisement Software for consideration of an aggregate of 32,500,000 Class A ordinary shares (per share price of US$0.20)
of the Company with an aggregate value of US$6,500,000 (the “Consideration Shares”). In connection with the Software Purchase
Agreement, on July 18, 2024, the Seller and four assignees (the “Assignees”) entered into a deed of assignment (the “Deed
of Assignment”) with respect to the assignment of the Seller’s right to receive the Consideration Shares, and the Seller
delivered to the Company and Irace Technology a notice of assignment (the “Notice of Assignment”) (the “Assignment”).
Pursuant to the Software Purchase Agreement and the Assignment, the Consideration Shares will be issued to the Assignees on a closing
date as may be agreed upon among the Company, Irace Technology, and the Seller, subject to the satisfaction by the Seller of its obligations
under the Software Purchase Agreement.
The
foregoing descriptions of the Software Purchase Agreement, the Deed of Assignment, and the Notice of Assignment do not purport to be
complete and are qualified in their entirety by reference to the full text of each the Software Purchase Agreement, the Deed of Assignment,
and the Notice of Assignment, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Form 6-K.
The
Software Purchase Agreement and the transactions contemplated thereby were approved and authorized by the board of directors of the Company
on July 18, 2024.
This
Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File Number 333-274484), as
amended, the registration statements on Form F-3 of the Company (File No. 333-278571), and the registration statement on Form F-3 of
the Company (File No. 280850), and into the base prospectus and the prospectus supplement outstanding under each of the foregoing registration
statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Exhibit
Index
Exhibit
No. |
|
Description |
10.1 |
|
Software Purchase Agreement, among Starbox Group Holdings Ltd., Irace Technology Limited, and Camilla Consulting Ltd. dated July 18, 2024 |
10.2 |
|
Deed of Assignment, between Camilla Consulting Ltd. and the person listed in Schedule 1 therein, dated July 18, 2024 |
10.3 |
|
Notice of Assignment, delivered by Camilla Consulting Ltd. to Starbox Group Holdings Ltd. and Irace Technology Limited, dated July 18, 2024 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Starbox
Group Holdings Ltd. |
|
|
|
Date:
July 18, 2024 |
By: |
/s/
Lee Choon Wooi |
|
Name:
|
Lee
Choon Wooi |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
Dated
July 18, 2024
SOFTWARE
PURCHASE AGREEMENT
AMONG
camilla
consulting ltd.
(Registration
No. 238818)
(THE
“SELLER”)
AND
IRACE
TECHNOLOGY LIMITED
(Registration
No. 2131768)
(THE
“PURCHASER”)
AND
STARBOX
GROUP HOLDINGS LTD.
(Registration
No. 381005)
(THE
“ISSUER”)
TABLE
OF CONTENTS
CONTENTS |
|
PAGE |
|
|
|
|
1. |
Definitions
and Interpretation |
|
1 |
2. |
SALE
AND PURCHASE OF SOFTWARE |
|
5 |
3. |
PURCHASE
CONSIDERATION OF SOFTWARE |
|
5 |
4. |
COMPLETION
OF SALE AND PURCHASE OF SOFTWARE |
|
6 |
5. |
REPRESENTATIONS
AND WARRANTIES |
|
6 |
6. |
INDEMNIFICATION |
|
8 |
7. |
DURATION
AND TERMINATION OF AGREEMENT |
|
8 |
8. |
SPECIFIC
PERFORMANCE |
|
9 |
9. |
FURTHER
ASSURANCE |
|
9 |
10. |
TAXES |
|
9 |
11. |
CONFIDENTIALITY |
|
9 |
12. |
NOTICES |
|
10 |
13. |
RIGHTS
AND REMEDIES |
|
11 |
14. |
FORCE
MAJEURE |
|
11 |
15. |
AMENDMENTS
AND WAIVERS |
|
11 |
16. |
ASSIGNMENT |
|
12 |
17. |
SUCCESSORS
AND ASSIGNS |
|
12 |
18. |
NO
AGENCY |
|
12 |
19. |
ENTIRE
AGREEMENT |
|
12 |
20. |
TIME |
|
12 |
21. |
COST
AND EXPENSES |
|
12 |
22. |
INVALIDITY
AND SEVERABILITY |
|
13 |
23. |
COUNTERPARTS
AND E-SIGNATURES |
|
13 |
24. |
GOVERNING
LAW AND JURISDICTION |
|
13 |
SCHEDULE
1 software specificationS |
|
15 |
THIS
AGREEMENT is made on July 18, 2024 among:
(1) | CAMILLA
CONSULTING LTD. (Registration No. 238818), a company incorporated in Seychelles with
its registered address at Oliaji Trade Centre – 1st Floor, Victoria, Mahe, Seychelles
(the “Seller”); |
(2) | IRACE
TECHNOLOGY LIMITED (Registration No. 2131768), a company incorporated in British Virgin
Islands with its registered address at Clarence Thomas Building, P.O. Box 4649, Road Town,
Tortola, British Virgin Islands (the “Purchaser”); and |
(3) | STARBOX
GROUP HOLDINGS LTD. (Registration No. 381005), a company incorporated in Cayman Islands
with its registered address at Suite 102, Cannon Place, North Sound Rd., George Town, Grand
Cayman, Cayman Islands (the “Issuer”), |
(the
Seller, the Purchaser and the Issuer are, collectively, the “Parties” and, individually, a “Party”).
Whereas:
(A) | As
at the date of this Agreement, the Seller is the legal and beneficial owner of the Software
(as defined below). |
(B) | The
Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from
the Seller, the Software upon the terms and subject to the conditions of this Agreement. |
(C) | The
Parties agree to assume the obligations imposed on them under this Agreement. |
It
is agreed as follows:
1. | Definitions
and Interpretation |
1.1. | In
this Agreement, unless the subject or context otherwise requires, the following words and
expressions shall have the following meanings respectively ascribed to them: |
“Affiliate”
means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with,
such person;
“Agreement”
means this software purchase agreement;
“Business
Day” means a day on which banks are open for business and is not a Saturday, Sunday, a “public holiday” or a “bank
holiday” in Malaysia;
“Completion”
means the completion of the sale and purchase of the Software pursuant to Clause 4;
“Completion
Date” means the date on which the Consideration Shares are issued to the Seller’s Assignees pursuant to Clause 3.2
of this Agreement, or such other date as may be agreed upon between the Parties upon which Completion is to take place;
“Encumbrances”
means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest
or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including
any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect
similar to the granting of security under the Law, (b) any voting agreement, interest, option, right of first offer, refusal or transfer
restriction in favour of any person and (c) any adverse claims as to title, possession or use;
“Governmental
Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory
authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or
taxing authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that
the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of
Law;
“Good
Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would
be expected from a leading company within the relevant industry or business sector;
“Intellectual
Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks
and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including
know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and
all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Issuer”
means STARBOX GROUP HOLDINGS LTD. (Registration No. 381005), a company incorporated in the Cayman Islands with its registered
address at Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands;
“Laws”
shall mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations,
notifications, guidelines, policies, directions, directives and orders of any Governmental Authority, tribunal, board or court of competent
jurisdiction;
“Parties”
means collectively, the Seller, the Purchaser and the Issuer, and “Party” means any of them;
“Purchaser”
means IRACE TECHNOLOGY LIMITED (Registration No. 2131768), a company incorporated in the British Virgin Islands with its registered
address at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands;
“Seller”
means CAMILLA CONSULTING LTD. (Registration No. 238818), a company incorporated in Seychelles with its registered address at Oliaji
Trade Centre – 1st Floor, Victoria, Mahe, Seychelles;
“Seller’s
Assignees” has the meaning ascribed to it in Clause 3.2.1;
“Software”
means “Virtual Space Immersive Advertisement System Engine”, as more specifically described in the Software Specifications
and all updates, upgrades, releases and versions including:
| (i) | the
source code and object code; and |
| (ii) | all
other works or materials recorded or embodied in the Software, including the audio or visual
content in any screen-displays in the user interface; |
“Software
Deliverables” has the meaning ascribed to it in Clause 4.1;
“Software
Documentation” means all and any documents (whether in human or machine-readable form) relating to the Software, including
all:
| (i) | operating
manuals, user instruction manuals and training materials; and |
| (ii) | documents
associated with the creation, design, development or modification of the Software, including
technical or functional specifications, flow charts, algorithms, architectural diagrams,
data models, build instructions, testing or configuration documents and technical data; |
“Software
Specifications” means the specifications of the Software as set out in Schedule 1;
“Software
Trade Secret” means any scientific or technical information, design, process, procedure, formula, or improvement included in
the Software that is valuable, not generally known in the industry, and gives the owner of the Software a competitive advantage over
those competitors who do not know or use such information;
“Tangible
Software Assets” means all physical or tangible embodiments of the Software, including all object code and source code of the
Software;
“Tax”
means all forms of taxation, whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset
values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions,
duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of withholding or deduction for or on
account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto; and
“Tax
Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration
and/or collection of Tax or enforcement of any Law in relation to Tax.
1.2. | Unless
the context otherwise requires, in this Agreement: |
| 1.2.1. | any
reference to a statute or statutory provision is a reference to it as it is in force from
time to time, taking account of any change, extension, consolidation or re-enactment and
includes any subordinate legislation for the time being in force made under it; |
| 1.2.2. | any
and all headings contained in this Agreement are for convenience only and do not affect the
interpretation of any provision of this Agreement; |
| 1.2.3. | references
to any gender shall include the other genders and references to the singular shall include
the plural and vice versa and references to natural persons shall include bodies corporate
and vice versa; |
| 1.2.4. | any
reference to a person which for the purposes of this Agreement means any individual, corporation,
partnership, association, limited liability company, trust, Governmental Authority or body
or other entity or organisation (whether or not having a separate legal personality) shall
include its successors in title; |
| 1.2.5. | all
obligations and liabilities on the part of the Parties are (unless expressly stated otherwise)
several and shall be construed accordingly; |
| 1.2.6. | any
reference to “day”, “week”, “month”
or “year” is a reference to a day, week, month or year respectively in
the Gregorian calendar; |
| 1.2.7. | any
phrase introduced by the terms “including”, “include”
or any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms; |
| 1.2.8. | references
to “writing”, or cognate expressions, include any communication effected
electronically, by telex, cable, facsimile transmission or other comparable means of communication; |
| 1.2.9. | any
reference to an agreement (including this Agreement), contract or document is a reference
to such agreement, contract or document as the same may be amended, restated or replaced
from time to time; and |
| 1.2.10. | references
to this Agreement include any Recitals and Appendices to it and references to Clauses, Recitals
and Appendices are to the clauses, recitals and appendices to this Agreement. |
1.3. | If
any period of time is specified from a given day, or the day of a given act or event, it
is to be calculated exclusive of that day and if any period of time falls on a day which
is not a Business Day, then that period is to be deemed to only expire on the next Business
Day. |
1.4. | The
Recitals to this Agreement shall have effect and be construed as an integral part of this
Agreement, but in the event of any conflict or discrepancy between any of the provisions
of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation
and enforcement of this Agreement, be resolved by giving the provisions contained in the
Clauses of this Agreement priority and precedence over the provisions contained in the Recitals
to this Agreement. |
1.5. | No
provision of this Agreement will be construed adversely to a Party solely on the ground that
the Party was responsible for the preparation of this Agreement or that provision. |
2. | SALE
AND PURCHASE OF SOFTWARE |
2.1. | The
Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller
the Software on the terms and subject to the conditions of this Agreement. |
2.2. | In
connection with the sale of the Software, the Seller hereby absolutely transfers, grants,
conveys, assigns and relinquishes in favour of the Purchaser all of its rights (including
all Intellectual Property Rights), title and interests in and to the following: |
| 2.2.2. | the
Software Documentation; |
| 2.2.3. | the
Software Trade Secret; and |
| 2.2.4. | the
Tangible Software Assets. |
2.3. | The
Software shall be sold by the Seller to the Purchaser free and clear from all Encumbrances
and with full legal and beneficial title and the Seller further agrees to waive any moral
rights that the Seller may have with respect to the Software in favour of the Purchaser. |
3. | PURCHASE
CONSIDERATION OF SOFTWARE |
3.1. | Purchase
Consideration |
| 3.1.1. | The
sale and purchase consideration for the Software is United States Dollar Six Million Five
Hundred Thousand (USD6,500,000.00) only (the “Purchase Consideration”). |
| 3.1.2. | The
Parties agree that the Purchase Consideration shall be satisfied by way of allotment and
issuance to the Seller of 32,500,000 new Class A ordinary shares of the Issuer at
the issue price of USD0.20 per Class A ordinary share (“Consideration Shares”),
the total value of which is equivalent to the Purchase Consideration. |
3.2. | Issuance
of Consideration Shares |
| 3.2.1. | Notwithstanding
Clause 3.1.2 above, the Seller hereby instructs and authorises the Issuer to allot
and issue the Consideration Shares to the Seller’s assignees (“Seller’s
Assignees”), the details of which will be notified by the Seller to the Purchaser
and the Issuer. The Seller agrees that it shall enter into a separate deed of assignment
with the Seller’s Assignees for the purposes of assigning its right and entitlement
to receive the Consideration Shares in favour of the Seller’s Assignees. |
| 3.2.2. | Subject
to receipt by the Purchaser of the Software Deliverables in accordance with Clause 4.1
below, the Consideration Shares shall be issued by the Issuer to the Seller’s Assignees
on the Completion Date. |
| 3.2.3. | The
Consideration Shares shall be issued free from all Encumbrances and with full legal and beneficial
title. |
| 3.2.4. | The
Parties agree and acknowledge that issuance of the Consideration Shares by the Issuer to
the Seller’s Assignees on the Completion Date shall constitute a full and final discharge
of the Purchaser’s payment obligation in respect of the Purchase Consideration under
this Agreement. |
4. | COMPLETION
OF SALE AND PURCHASE OF SOFTWARE |
4.1. | On
the Completion Date, the Seller shall deliver, or procure delivery to the Purchaser of, or
make available to the Purchaser all physical and/or digital copies (as applicable) of the
following: |
| 4.1.2. | the
Software Documentation; |
| 4.1.3. | the
Software Trade Secret; |
| 4.1.4. | the
Tangible Software Assets; and |
| 4.1.5. | such
other documents and instruments in relation to any of the aforesaid as the Purchaser may
request, |
(collectively,
the “Software Deliverables”) and any and all digital files of the Software Deliverables shall be delivered by the
Seller to the Purchaser in a structured, commonly used and machine-readable format.
The
Purchaser may, at its sole discretion, waive all or any of the Software Deliverables unless it is mandatorily required by Laws.
4.2. | Upon
receipt by the Purchaser of the Software Deliverables, the Issuer shall issue the Consideration
Shares to the Seller’s Assignees pursuant to Clause 3.2 above. |
5. | REPRESENTATIONS
AND WARRANTIES |
5.1. | Each
Party represents and warrants to and for the benefit of the other Parties that: |
| 5.1.1. | it
has the full power, authority and capacity to execute, deliver and lawfully perform the terms
of this Agreement; |
| 5.1.2. | all
necessary actions, conditions and things have been or will be taken, fulfilled and done (including
the obtaining of any necessary consents) in order to enable it to lawfully exercise its rights
and perform and comply with its obligations under this Agreement; |
| 5.1.3. | this
Agreement will when executed constitute legally valid and binding obligations on it, enforceable
in accordance with their respective terms; |
| 5.1.4. | the
execution, delivery and performance of this Agreement will not exceed the power granted to
it or violate the provisions of any Law or any order or decree of any Governmental Authority,
agency or court to which it is subject to; |
| 5.1.5. | there
are no pending or threatened actions or proceedings before any court or administrative tribunal
which may materially and adversely affect its ability to discharge its obligations under
this Agreement; and |
| 5.1.6. | in
negotiating and executing this Agreement, it has at all times sought and followed the advice
of competent legal counsel and, based on that advice, has entered into this Agreement based
on its own free will. |
5.2. | The
Seller hereby represents and warrants to and for the benefit of the Purchaser and the Issuer
that: |
| 5.2.1. | it
is the sole legal and beneficial owner of the Software, free and clear from any Encumbrances
whatsoever, with good and marketable title; |
| 5.2.2. | it
has not licensed or assigned any part of the Software to any third party in any part of the
world; |
| 5.2.3. | there
is no violation, infringement or misappropriation or likely violation, or misappropriation
of the Software; |
| 5.2.4. | the
exploitation of the Software will not infringe the rights (including Intellectual Property
Rights) of any third party; |
| 5.2.5. | the
Software contains nothing that is defamatory or indecent; |
| 5.2.6. | except
for the Purchaser and certain employees of the Seller (all of whom are subject to an enforceable
obligation of confidentiality), the Software Trade Secret has not been disclosed to any person,
firm or company; |
| 5.2.7. | complete
and accurate particulars of the Software are set out in the Software Specifications; |
| 5.2.8. | the
Seller has exclusive possession and control of all source code relating to the Software and
there has been no unauthorised disclosure of such source code (which will, following Completion,
be in the exclusive possession or control of the Purchaser); |
| (a) | is
functioning properly in accordance with all applicable specifications (including the Software
Specifications); |
| (b) | is
not defective in any material respect and has not been defective or failed to function during
the last two (2) years; |
| (c) | has
been developed in accordance with Good Industry Practice; |
| (d) | has
been operated and used substantially in accordance with the Software Documentation; and |
| (e) | meets
all applicable legal or regulatory requirements; |
| 5.2.10. | the
Software Documentation includes sufficient user and technical information reduced to writing
and in a commonly readable format so as to enable reasonably skilled personnel of the Purchaser
to use, operate and maintain the Software without the need for reference to any other documents
or further assistance from any person; |
| 5.2.11. | all
information and documents delivered to the Purchaser and the Issuer in connection with this
Agreement are true, accurate and complete in all respects; |
| 5.2.12. | it
has disclosed fully and frankly any and all circumstances that may be reasonably deemed to
have a material influence on the Purchaser’s decision to purchase the Software; and |
| 5.2.13. | it
will not, as a consequence of entering into or performing this Agreement, be in breach of
any terms binding upon it of any contract, agreement, undertaking, or arrangement with, or
any obligation to, any third party. |
5.3. | All
representations and warranties given by the respective Parties expressed in this Clause
5 are true, correct and not misleading at the time of execution of this Agreement and
shall be deemed to be repeated and continue to be true, correct and not misleading on Completion
as if they had been given afresh on Completion. |
6.1. | Without
prejudice to any other right or remedy which the Purchaser and/or the Issuer may have against
the Seller, the Seller undertakes to indemnify, defend and hold harmless the Purchaser, the
Issuer and their respective Affiliates, directors, employees, advisers, agents and representatives
from and against any and all actions, claims, demands, proceedings, investigations, liabilities
or judgments and any and all losses, damages, costs, charges and expenses (including all
reasonable legal fees and expenses) of whatever nature which relates to or arises, directly
or indirectly, in connection with or arising out of: |
| 6.1.1. | any
breach by the Seller of its obligations under this Agreement and/or the warranties given
by the Seller under Clause 5 above; |
| 6.1.2. | any
breach by the Seller of any applicable Laws; or |
| 6.1.3. | any
claims involving fraud or misconduct involving dishonesty on the part of the Seller and/or
misrepresentation which results in a breach of the warranties given by the Seller under Clause
5 above or otherwise. |
7. | DURATION
AND TERMINATION OF AGREEMENT |
7.1. | This
Agreement shall come into effect from the date of this Agreement and shall, unless otherwise
terminated in accordance with this Clause 7, continue in full force and effect until
all the obligations of the Parties under this Agreement are fully carried out. |
7.2. | This
Agreement may be terminated at any time by the unanimous agreement of the Parties, subject
to the condition that such agreement to terminate is made in writing and consented to by
all Parties. |
Notwithstanding
any provisions of this Agreement, each Party shall be at liberty to take such action in Law or in equity as may be necessary to compel
the other Parties by way of specific performance to complete the transactions contemplated in this Agreement (in which respect the alternative
remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for any default of the other Parties
in the performance of the terms and conditions herein) or to claim damages for the breach of the other Parties.
The
Seller shall give all such assistance and information to the Purchaser and the Issuer and execute and do and procure all other necessary
persons, if any, to execute and do all such further acts, deeds, assurance and things as may be required by the Purchaser or the Issuer
from time to time in order to carry out, evidence and perform the Parties’ obligations and the intended purpose of this Agreement.
The
Seller shall be fully responsible to pay any and all Taxes arising out of or in connection with this Agreement which may be imposed on
the Seller by the relevant Tax Authority. For the avoidance of doubt, the Purchaser or the Issuer shall not be responsible nor obligated
to pay any Taxes which are imposed on the Seller.
11.1. | All
communications among the Parties and all information and other materials supplied to or received,
by any Party, from the other Parties which is either marked “confidential”
or is by its nature intended to be exclusively for the knowledge of the recipient alone,
or to be used by the recipient only for the benefit of this Agreement, coming to the knowledge
of the recipient shall be kept confidential by the recipient and shall be used by the recipient
solely and exclusively for the benefit of this Agreement unless: |
| 11.1.1. | the
disclosure or use is required by Law or any Governmental Authority; |
| 11.1.2. | the
disclosure or use is required to vest the full benefit of this Agreement in any Party; |
| 11.1.3. | the
disclosure or use is required for the purpose of any judicial proceedings arising out of
this Agreement; |
| 11.1.4. | the
disclosure is made to professional advisors of any Party on terms that such professional
advisors undertake to comply with the provisions of this Clause 11 in respect of such
information as if they were a party to this Agreement; |
| 11.1.5. | the
information becomes publicly available (other than by breach of this Agreement); |
| 11.1.6. | the
Party whose information is to be disclosed or used has given prior written approval to the
disclosure or use; or |
| 11.1.7. | the
information is independently developed by the recipient, which independent development can
be shown by written evidence, |
provided
that prior to disclosure or use of any information pursuant to Clause 11.1.1, 11.1.2 or 11.1.3, the Party concerned shall promptly
notify the other Parties of such requirement with a view to providing the other Parties with the opportunity to contest such disclosure
or use or otherwise to agree on the timing and content of such disclosure or use.
11.2. | The
Parties shall procure the observance of the abovementioned restrictions and shall take all
reasonable steps to minimise the risk of disclosure of confidential information, by ensuring
that only their employees and professional advisers whose duties will require them to possess
any of such information shall have access thereto, and that they shall be instructed to treat
the same as confidential. |
11.3. | None
of the Parties shall divulge to any third party any information regarding the existence or
subject matter of this Agreement, or any other agreement referred to in, or executed in connection
with, this Agreement, without the prior agreement of the other Parties. |
11.4. | The
obligations contained in this Clause 11 shall endure, even after the termination of
this Agreement, without limit in point of time except and until any confidential information
enters the public domain as set out above. |
12.1. | All
notices, demands or other communications required or permitted to be given or made hereunder
shall be in writing and in English and delivered personally or sent by prepaid registered
post (by air-mail if to an overseas address) with recorded delivery, or by courier or email
addressed to the intended recipient thereof at its address or at its email address set out
hereunder (or to such other address or email address as a Party may from time to time duly
notify the other Parties). Any such notice, demand or communication shall be deemed to have
been duly served (if delivered personally or given or made by email) immediately or (if given
or made by registered post or courier) forty-eight (48) hours after posting or (if made or
given to an overseas address) five (5) Business Days after posting, and in proving the same
it shall be sufficient to show that personal delivery was made or that the envelope containing
such notice was properly addressed as a prepaid registered letter or that the email was properly
addressed and sent. |
12.2. | The
addresses and email addresses of the Parties for the purposes of Clause 12.1 above
are: |
| 12.2.1. | in
the case of service on the Seller to: |
Address |
: |
16,
Jalan TPP 5/3, Taman Perindustrian Puchong 5, 47100 Puchong, Selangor, Malaysia. |
|
|
|
Email
Address |
: |
dennis.wong@camiliaconsulting.com |
|
|
|
Attention
to |
: |
Mr.
Dennis Wong |
| 12.2.2. | in
the case of service on the Purchaser to: |
Address |
: |
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia |
|
|
|
Email
Address |
: |
cw.lee@starboxrebates.com |
|
|
|
Attention
to |
: |
Mr.
Lee Choon Wooi |
| 12.2.3. | in
the case of service on the Issuer to: |
Address |
: |
VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur, Malaysia |
|
|
|
Email
Address |
: |
cw.lee@starboxrebates.com |
|
|
|
Attention
to |
: |
Mr.
Lee Choon Wooi |
12.3. | In
this Clause 12, if deemed receipt occurs before 9am on a Business Day, the notice
shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after
5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed
to have been received at 9am on the next Business Day. |
The
rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided
at Law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy
or the exercise of any other right or remedy shall affect or impair any such right or remedy.
Notwithstanding
anything herein contained, none of the Parties will be liable to the other Parties for any breach or failure to perform any of its obligations
under this Agreement where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts,
pandemic, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any Governmental
Authority, or any other cause or causes beyond that Party’s reasonable control, whether similar to any of the foregoing or not,
but if any Party is or is likely to be, affected by any such cause it will immediately notify the other Parties of the occurrence of
the relevant event and will use all reasonable endeavours to overcome or mitigate the effects thereof.
15. | AMENDMENTS
AND WAIVERS |
15.1. | No
amendment, variation, revocation, cancellation, substitution or waiver of, or addition or
supplement to, any of the provisions of this Agreement will be effective unless it is in
writing and signed by all the Parties. |
15.2. | No
waiver of any breach of any provision of this Agreement will be effective or binding unless
made in writing and signed by the Party purporting to give the same and, unless otherwise
provided in the written waiver, will be limited to the specific breach waived. |
Unless
otherwise specified in this Agreement, none of the Parties shall be entitled to transfer or otherwise assign its rights and obligations
under this Agreement to a third party without the prior written consent of the other Parties and any assignment, transfer or delegation
which is made without such prior written approval shall constitute a breach of this Agreement.
17. | SUCCESSORS
AND ASSIGNS |
This
Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted
assigns, as the case may be, of the Parties.
Nothing
in this Agreement is intended to or shall operate to create a partnership, or to authorise any Party to act as agent for the other Parties
or to establish any other fiduciary relationship between the Parties. No Party has the power or the right to bind, commit or pledge the
credit of the other Parties.
This
Agreement constitutes the entire agreement and full understanding among the Parties hereto with respect to all of the matters herein
and it supersedes any previous negotiations, discussions, correspondence, arrangements, agreements and understandings among them, oral
or written, with respect to the matters addressed herein.
20.1. | Time
shall be of the essence in this Agreement. |
20.2. | No
time or indulgence given by any Party to the other shall be deemed or in any way construed
as a waiver of any of its rights and remedies hereunder. |
Purchaser
shall bear all the legal and other professional costs and expenses incurred by it in the negotiation and preparation of this Agreement
and any other agreements or documents entered into or signed under or in connection with this Agreement.
22. | INVALIDITY
AND SEVERABILITY |
22.1. | If
any provision of this Agreement is or may become invalid or unenforceable under any written
Law, or is found by any court or administrative body or competent jurisdiction to be, illegal,
void, invalid, prohibited or unenforceable then: |
| 22.1.1. | such
provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition
or unenforceability; |
| 22.1.2. | the
remaining provisions of this Agreement shall remain in full force and effect; and |
| 22.1.3. | the
Parties shall use their respective best endeavours to negotiate and agree on a substitute
provision which is valid and enforceable and achievable to the greatest extent possible the
economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable
term, condition, stipulation, provision, covenant or undertaking. |
23. | COUNTERPARTS
AND E-SIGNATURES |
23.1. | This
Agreement may be executed in separate counterparts, each of whom shall together be deemed
an original, but all such counterparts shall together constitute but one and the same Agreement
of the Parties. |
23.2. | This
Agreement, may be accepted, executed or agreed to, through the use of an electronic signature,
whether digital or encrypted, in accordance with the applicable Laws. Any document accepted,
executed or agreed to in conformity with such Law will be binding on each party and shall
have the same legal effect, validity or enforceability as if it were physically executed. |
24. | GOVERNING
LAW AND JURISDICTION |
24.1. | This
Agreement shall be governed by, and construed in accordance with, the Laws of Malaysia. |
24.2. | The
Parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction
to settle any disputes which may arise out of or in connection with this Agreement and that,
accordingly, any legal action or proceedings arising out of or in connection with this Agreement
shall be brought in those courts and the Parties irrevocably submit to the jurisdiction of
those courts. |
[the
rest of this page is intentionally left blank]
This
Agreement has been entered into on the date stated at the beginning.
THE
SELLER
Signed
for
and on behalf of
CAMILLA
CONSULTING LTD.
(Registration
No. 238818) |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-1_001.jpg) |
|
|
|
/s/
Dennis Wong Tiong Nguong |
|
|
Name: |
Dennis
Wong Tiong Nguong |
|
|
Designation: |
Director |
THE
PURCHASER
Signed
for
and on behalf of
IRACE
TECHNOLOGY LIMITED
(Registration
No. 2131768) |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-1_001.jpg) |
|
|
|
/s/
Choo Keam Hui |
|
|
Name: |
Choo
Keam Hui |
|
|
Designation: |
Director |
THE
ISSUER
Signed
for
and on behalf of
STARBOX
GROUP HOLDINGS LTD.
(Registration
No. 381005) |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-1_001.jpg) |
|
|
|
/s/
Lee Choon Wooi |
|
|
Name: |
Lee
Choon Wooi |
|
|
Designation: |
Chief
Executive Officer |
SCHEDULE
1
SOFTWARE
SPECIFICATIONS
The
Software is owned by the Company and is free from any Encumbrance whatsoever.
The
Software provides the following features:
No. |
|
Description |
|
Key
Features |
1. |
|
Virtual
Space Immersive Advertisement System Engine |
|
● |
Planning
and Research |
|
|
|
|
|
|
|
|
|
Overview |
|
|
- |
Market
research and analysis |
|
|
|
|
|
- |
Project
scope and requirements documentation |
|
|
Virtual
Space Immersive Advertisement System Engine is an innovative form of digital marketing that
leverages the immersive qualities of virtual space technology to engage consumers in a more
interactive and engaging manner. The engine includes an immersive environment, interactive
elements, dynamic storytelling, emotional connection and user tracking.
|
|
|
- |
In-depth
analysis of business requirements and objectives |
|
|
|
|
- |
Stakeholders’
identification and engagement plan |
|
|
|
|
- |
Understanding
of project scope, goals and specifications |
|
|
|
|
|
|
|
|
|
|
● |
Design
and Prototyping |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Initial
design and prototyping of the system engine |
|
|
|
|
|
- |
User
interface (UI) and user experience (UX) design |
|
|
|
|
|
- |
Creation
of visually appealing and user-centric interfaces |
|
|
|
|
|
- |
Prototype
development and stakeholder feedback integration |
|
|
|
|
|
- |
Focus
on intuitive interfaces and seamless user journeys |
|
|
|
|
|
|
|
|
|
|
|
● |
Development
and implementation |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Backend
infrastructure setup |
|
|
|
|
|
- |
Customization
of display based on demographic including creating and implementing different advertisement version |
|
|
|
|
|
- |
Interactive
feature implementation |
|
|
|
|
|
- |
Assessment
of existing infrastructure for enhancement and integration |
|
|
|
|
|
- |
Gamification
elements such as scavenger hunts, quizzes and leaderboard to enhance engagement |
|
|
|
|
|
- |
Cross-platform
compatibility assurance |
|
|
|
|
|
- |
Implementation
of a system for detailed tracking of user interactions and behaviors within the virtual environment. |
|
|
|
|
|
|
|
|
|
|
|
● |
Testing |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Unit
testing, integration testing, and system testing |
|
|
|
|
|
- |
Application
Programming Interface (API) and load testing |
|
|
|
|
|
- |
User
acceptance testing (UAT) |
|
|
|
|
|
- |
Bug
fixing and performance optimization |
|
|
|
|
|
|
|
|
|
|
|
● |
Launch
and Deployment |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Launch
plan and marketing strategy |
|
|
|
|
|
- |
Platform
deployment |
|
|
|
|
|
- |
User
training and support |
|
|
|
|
|
- |
Back
end support assistance |
|
|
|
|
|
|
|
|
|
|
|
● |
Post-Launch
& Maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
- |
Feedback
collection and analysis |
|
|
|
|
|
- |
Regular
updates and new feature releases |
|
|
|
|
|
- |
Ongoing
technical support and maintenance |
|
|
|
|
|
- |
System
maintenance and server upkeep |
[the
rest of this page is intentionally left blank]
Exhibit
10.2
Dated
July 18, 2024
DEED
OF ASSIGNMENT
BETWEEN
CAMILLA
CONSULTING LTD.
(REGISTRATION
NO. 238818)
(THE
“ASSIGNOR”)
AND
THE
PERSONS NAMED IN SCHEDULE 1
(THE
“ASSIGNEES”)
THIS
DEED OF ASSIGNMENT (“DEED”) is made on July 18, 2024 between:
(1) | CAMILLA
CONSULTING LTD. (Registration No. 238818), a company incorporated in Seychelles with
its registered address at Oliaji Trade Centre – 1st Floor, Victoria, Mahe, Seychelles
(the “Assignor”); and |
(2) | THE
PERSONS NAMED IN SCHEDULE 1 OF THIS DEED (the “Assignees”), |
(the
Assignor and the Assignees are collectively, the “Parties” and individually, a “Party”).
Whereas:
(A) | By
way of a software purchase agreement dated July 18, 2024 (“Software Purchase Agreement”)
entered into between the Assignor, Irace Technology Limited (Registration No. 2131768) (“Purchaser”)
and Starbox Group Holdings Ltd. (Registration No. 381005) (“Issuer”),
the Assignor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase
the Software (as defined in the Software Purchase Agreement) from the Purchaser at the purchase
consideration of United States Dollar Six Million Five Hundred Thousand (USD6,500,000.00)
(“Purchase Consideration”). |
(B) | Pursuant
to the Software Purchase Agreement, the Assignor and the Purchaser have agreed that the Purchase
Consideration shall be satisfied by way of allotment and issuance to the Assignor of 32,500,000
new Class A ordinary shares of the Issuer at the issue price of USD0.20 per Class A ordinary
share (“Consideration Shares”), the total value of which is equivalent
to the Purchase Consideration. |
(C) | In
consideration of the mutual covenants contained in this Deed, the Assignor is desirous of
assigning its right and entitlement to receive the Consideration Shares in favour of the
Assignees upon the terms and subject to conditions of this Deed. |
It
is agreed as follows:
1. | INTERPRETATION
AND DEFINITIONS |
1.1. | In
this Deed, unless the subject or context otherwise requires, the following words and expressions
shall have the following meanings respectively ascribed to them: |
“Assignees”
means the persons named in Schedule 1 of this Deed;
“Assignor”
means CAMILLA CONSULTING LTD. (Registration No. 238818), a company incorporated in Seychelles with its registered address at Oliaji
Trade Centre – 1st Floor, Victoria, Mahe, Seychelles;
“Business
Day” means a day on which banks are open for business and is not a Saturday, Sunday, a “public holiday” or a “bank
holiday” in Malaysia;
“Consideration
Shares” shall have the meaning ascribed to it in Recital (B);
“Issuer”
means STARBOX GROUP HOLDINGS LTD. (Registration No. 381005), a company incorporated in Cayman Islands with its registered address
at Suite 102, Cannon Place, North Sound Rd., George Town, Grand Cayman, Cayman Islands;
“Parties”
means collectively, the Assignor and the Assignees, and “Party” means any of them;
“Purchase
Consideration” shall have the meaning ascribed to it in Recital (A);
“Purchaser”
means IRACE TECHNOLOGY LIMITED (Registration No. 2131768), a company incorporated in British Virgin Islands with its registered
address at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands; and
“Software
Purchase Agreement” shall have the meaning ascribed to it in Recital (A).
1.2. | Unless
the context otherwise requires, in this Deed: |
| 1.2.1. | any
reference to a statute or statutory provision is a reference to it as it is in force from
time to time, taking account of any change, extension, consolidation or re-enactment and
includes any subordinate legislation for the time being in force made under it; |
| 1.2.2. | any
and all headings contained in this Deed are for convenience only and do not affect the interpretation
of any provision of this Deed; |
| 1.2.3. | references
to any gender shall include the other genders and references to the singular shall include
the plural and vice versa and references to natural persons shall include bodies corporate
and vice versa; |
| 1.2.4. | any
reference to a person which for the purposes of this Deed means any individual, corporation,
partnership, association, limited liability company, trust, Governmental Authority or body
or other entity or organisation (whether or not having a separate legal personality) shall
include its successors in title; |
| 1.2.5. | all
obligations and liabilities on the part of the Parties are (unless expressly stated otherwise)
several and shall be construed accordingly; |
| 1.2.6. | any
reference to “day”, “week”, “month”
or “year” is a reference to a day, week, month or year respectively in
the Gregorian calendar; |
| 1.2.7. | any
phrase introduced by the terms “including”, “include”
or any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms; |
| 1.2.8. | references
to “writing”, or cognate expressions, include any communication effected
electronically, by telex, cable, facsimile transmission or other comparable means of communication; |
| 1.2.9. | any
reference to this Deed shall be construed as references to such documents as the same may
be amended, restated or replaced from time to time; and |
| 1.2.10. | references
to this Deed include any Recitals and Appendix to it and references to Clauses, Recitals
and Appendix are to the clauses, recitals and appendix to this Deed. |
1.3. | If
any period of time is specified from a given day, or the day of a given act or event, it
is to be calculated exclusive of that day and if any period of time falls on a day which
is not a Business Day, then that period is to be deemed to only expire on the next Business
Day. |
1.4. | The
Recitals to this Deed shall have effect and be construed as an integral part of this Deed,
but in the event of any conflict or discrepancy between any of the provisions of this Deed,
such conflict or discrepancy shall, for the purposes of the interpretation and enforcement
of this Deed, be resolved by giving the provisions contained in the Clauses of this Deed
priority and precedence over the provisions contained in the Recitals to this Deed. |
1.5. | No
provision of this Deed will be construed adversely to a Party solely on the ground that the
Party was responsible for the preparation of this Deed or that provision. |
2.1. | In
consideration of Ringgit Malaysia Ten (RM10.00) paid to the Assignor by the Assignees (the
receipt of which the Assignor hereby acknowledges), the Assignor hereby assigns, transfers
and conveys its right and entitlement to receive the Consideration Shares in favour of the
Assignees. |
2.2. | The
Assignor hereby agrees and undertakes that it shall irrevocably authorise and instruct the
Issuer to allot and issue the Consideration Shares directly to the Assignees. The number
of Consideration Shares to be allotted and issued to each of the Assignees are as specified
against each of the Assignees’ names in Schedule 1 of this Deed. Such authorisation
and instruction shall be done by way of serving a notice of assignment substantially in the
same form and content as set out in Appendix A to this Deed. |
2.3. | For
the avoidance of doubt, all of the existing terms in the Software Purchase Agreement shall
not be affected by this Deed and shall remain in full force and effect until the expiry or
termination of the Software Purchase Agreement. |
3.1. | All
notices, demands or other communications required or permitted to be given or made hereunder
shall be in writing and in English and delivered personally or sent by prepaid registered
post with recorded delivery, or by courier or email addressed to the intended recipient thereof
at its address or at its email address set out hereunder (or to such other address or email
address as a Party to this Deed may from time to time duly notify the other Parties). Any
such notice, demand or communication shall be deemed to have been duly served (if delivered
personally or given or made by email) immediately or (if given or made by registered post
or courier) forty-eight (48) hours after posting, and in proving the same it shall be sufficient
to show that personal delivery was made or that the envelope containing such notice was properly
addressed as a prepaid registered letter or that the email was properly addressed and sent. |
3.2. | The
addresses and email addresses of the Parties for the purposes of Clause 3.1 are as
follows: |
| 3.2.1. | in
the case of service on the Assignor to: |
Address
|
:
|
16,
Jalan TPP 5/3, Taman Perindustrian Puchong 5, 47100 Puchong, Selangor, Malaysia.
|
|
|
|
Email
Address |
:
|
dennis.wong@camiliaconsulting.com
|
|
|
|
Attention
to |
:
|
Mr.
Dennis Wong
|
| 3.2.2. | in
the case of service on the Assignees to: |
Address
|
:
|
*
|
|
|
|
Email
Address |
:
|
*
|
|
|
|
Attention
to |
:
|
Mr.
Dennis Wong
|
Address
|
:
|
*
|
|
|
|
Email
Address |
:
|
*
|
|
|
|
Attention
to |
:
|
Mr.
Kong Jian Wei |
Address
|
:
|
*
|
|
|
|
Email
Address |
:
|
*
|
|
|
|
Attention
to |
:
|
Mr.
Teo Chee Chong |
Address
|
:
|
*
|
|
|
|
Email
Address |
:
|
*
|
|
|
|
Attention
to |
:
|
Mr.
Wong Choon Keng |
3.3. | In
this Clause 3, if deemed receipt occurs before 9am on a Business Day, the notice shall
be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm
on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to
have been received at 9am on the next Business Day. |
3.4. | Any
Party may change the address to which such notices to it are to be delivered by giving not
less than three (3) Business Days’ notice to the other Parties. |
4.1. | The
Purchaser shall pay all costs and expenses incurred in connection with the preparation, negotiation
or entry into this Deed. |
4.2. | Each
Party shall do or cause to be done all such acts and things and execute or cause to be executed
all such instruments and other documents as may be necessary to give full effect to the provisions
contained in this Deed and the transactions contemplated under this Deed. |
4.3. | No
amendment, variation, revocation, cancellation, substitution or waiver of, or addition or
supplement to, any of the provisions of this Deed will be effective unless it is in writing
and signed by all the Parties. |
4.4. | If
any provision of this Deed or part thereof is rendered void, illegal or unenforceable in
any respect under the law, the validity, legality and enforceability of the remaining provisions
or part of the provision (as the case may be) shall not in any way be affected or impaired
thereby. |
4.5. | None
of the Parties shall assign all or any of its rights, interests or benefits or transfer all
or any of its obligations under this Deed except with the prior written approval of the other
Parties. |
4.6. | This
Deed shall be binding upon and enure for the benefit of the respective successors-in-title
and permitted assigns of the Parties. |
4.7. | This
Deed shall be governed by and construed in accordance with the laws of Malaysia and the Parties
hereto irrevocably submit to the exclusive jurisdiction of the Malaysia courts for the purpose
of resolving any disputes arising from this Deed. |
4.8. | This
Deed may be entered into in any number of counterparts, all of which taken together and when
delivered to the Parties shall constitute one and the same instrument. The Parties may enter
into this Deed by executing any such counterpart. |
4.9. | This
Deed, may be accepted, executed or agreed to through the use of an electronic signature,
whether digital or encrypted, in accordance with the applicable laws. Any document accepted,
executed or agreed to in conformity with such law will be binding on each Party and shall
have the same legal effect, validity or enforceability as if it were physically executed. |
[the
remainder of this page is intentionally left blank]
SCHEDULE
1
The
Assignees
No. |
|
Name
of Assignee |
|
Passport
No. |
|
Number
of
Consideration
Shares |
1. |
|
Dennis
Wong Tiong Nguong |
|
* |
|
8,125,000
|
|
|
|
|
|
|
|
2. |
|
Kong
Jian Wei |
|
* |
|
8,125,000
|
|
|
|
|
|
|
|
3. |
|
Teo
Chee Chong |
|
* |
|
8,125,000
|
|
|
|
|
|
|
|
4. |
|
Wong
Choon Keng |
|
* |
|
8,125,000
|
[the
remainder of this page is intentionally left blank]
APPENDIX
A
Notice
of Assignment
CAMILLA
CONSULTING LTD.
16,
Jalan TPP 5/3
Taman
Perindustrian Puchong 5
47100
Puchong
Selangor,
Malaysia
Date:
STARBOX
GROUP HOLDINGS LTD.
VO2-03-07,
Velocity Office 2
Lingkaran
SV, Sunway Velocity
55100
Kuala Lumpur
Malaysia
IRACE
TECHNOLOGY LIMITED
VO2-03-07,
Velocity Office 2
Lingkaran
SV, Sunway Velocity
55100
Kuala Lumpur
Malaysia
Dear
Sirs,
RE:
SOFTWARE PURCHASE AGREEMENT DATED 2024
We
refer to the following documents:
(i) | Software
purchase agreement dated 2024 (“Agreement”) entered into between CAMILLA CONSULTING
LTD. (Registration No. 238818) (“Assignor”), Irace Technology
Limited (Registration No. 2131768) and Starbox Group Holdings Ltd. (Registration No. 381005);
and |
(ii) | Deed
of Assignment dated 2024 (“Deed”) entered into between Assignor and the
persons named in Schedule 1 of the Deed (the “Assignees”). |
The
aforementioned documents are appended hereto for your reference. Unless otherwise defined herein, capitalised terms used in this notice
shall have the same meanings given to them in the Agreement and the Deed.
We
write to notify that, pursuant to the Deed, we have assigned, transferred and conveyed our right and entitlement to receive the Consideration
Shares in favour of the Assignees.
Accordingly,
we hereby authorise and instruct you to allot and issue the Consideration Shares directly to the Assignees. The number of Consideration
Shares to be allotted and issued to each of the Assignees are as specified against each of the Assignees’ names in Schedule 1 of
the Deed. Upon your issuance of the Consideration Shares to the Assignees, we agree and acknowledge that your payment obligation in respect
of the Purchase Consideration under the Agreement shall be fully satisfied and discharged.
Yours
faithfully,
For and on behalf of
CAMILLA CONSULTING LTD. |
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Name: |
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ACCEPTANCE
We,
STARBOX GROUP HOLDINGS LTD. (Registration No. 381005), hereby acknowledge the receipt of the notice and agree to the terms and
conditions as stated in the notice above.
Signed
by
For
and on behalf of
STARBOX
GROUP HOLDINGS LTD. |
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Name: |
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Date: |
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We,
IRACE TECHNOLOGY LIMITED (Registration No. 2131768), hereby acknowledge the receipt of the notice and agree to the terms and conditions
as stated in the notice above.
Signed
by
For and on behalf of
IRACE TECHNOLOGY LIMITED |
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Name: |
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APPENDIX
TO NOTICE OF ASSIGNMENT
Software
Purchase Agreement and Deed of Assignment
This
Deed has been entered into on the date stated at the beginning.
The
Assignor
Signed
for
and on behalf of
CAMILLA
CONSULTING LTD.
(Registration
No. 238818) |
![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-2_001.jpg) |
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/s/
Dennis Wong Tiong Nguong |
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Name:
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Dennis
Wong Tiong Nguong |
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Designation: |
Director |
The
Assignees
Signed
by
DENNIS
WONG TIONG NGUONG
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![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-2_001.jpg) |
/s/
Dennis Wong Tiong Nguong |
Signed
by
KONG
JIAN WEI
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![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-2_001.jpg) |
/s/
Kong Jian Wei |
Signed
by
TEO
CHEE CHONG
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![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-2_001.jpg) |
/s/
Teo Chee Chong |
Signed
by
WONG
CHOON KENG
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![](https://www.sec.gov/Archives/edgar/data/1914818/000149315224028334/ex10-2_001.jpg) |
/s/
Wong Choon Keng |
Exhibit 10.3
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