5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 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 30th, 2019 • Fellazo Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 24, 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 30th, 2019 • Fellazo Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 24, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2019 • Fellazo Inc. • Blank checks • New York
This Agreement is made as of July 24, 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 30th, 2019 • Fellazo Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of July 24, 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”).
July 24, 2019Underwriting Agreement • July 30th, 2019 • Fellazo Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
NUMBER (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTSFellazo Inc. • July 30th, 2019 • Blank checks
THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the completion by Fellazo Inc., a Cayman Islands exempted company (the “Company”), of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one-half (1/2) of one fully paid and non-assessable ordinary share, par value $0.0001 per share (“Share”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering and (b) the Company’s completion of a Business Combination, such whole number of Shares of the Company at the price of $11.50 per whole
FELLAZO INC.Fellazo Inc. • July 30th, 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”):
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 30th, 2019 • Fellazo Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of July 24, 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”).
