5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
The undersigned, Fellazo Inc., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
Fellazo Inc. Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 March 29, 2019Fellazo Inc. • May 22nd, 2019 • Blank checks • New York
Fellazo Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Swipy Ltd, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,437,500 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May [ ], 2019, by and among Fellazo Inc, a Cayman Islands company (the “Company”), Swipy Ltd. (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2019, by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), having its principal place of business at 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China 321300, and Swipy Ltd, a Cayman Islands exempted company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
This Agreement is made as of ___________, 2019 by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of ____________, 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
Fellazo Inc. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: Nicholas Ting Lun Wong, Chief Executive OfficerUnderwriting Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 22nd, 2019 • Fellazo Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ________, 2019 (“Agreement”), by and among Fellazo Inc., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”).
FELLAZO INC.Fellazo Inc. • May 22nd, 2019 • Blank checks • New York
This letter agreement by and between Fellazo Inc. (the “Company”), on the one hand, and Swipy Ltd (“Sponsor”) on the other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
