5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2019 • Fellazo Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 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.
RIGHTS AGREEMENTRights Agreement • July 12th, 2019 • Fellazo Inc. • Blank checks • New York
This Rights 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 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 12th, 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 • July 12th, 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 • July 12th, 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 • July 12th, 2019 • Fellazo Inc. • Blank checks • New York
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 12th, 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”).
