Exhibit 10.5


 


SHARE ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated as of July 24, 2019 (the “Underwriting Agreement”), with Maxim Group
LLC (“Maxim”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 5,000,000 units (“Units”) of the Company,
plus an additional 750,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share (the “Shares,” and each, a “Share”), one redeemable warrant,
each redeemable warrant entitling the holder thereof to purchase one-half of one Share at an exercise price of $11.50 per share,
and one right to receive one-tenth of a Share, as more fully described in the Company’s final Prospectus, dated July 24,
2019 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-231654)
under the Securities Act of 1933, as amended (collectively, the “Registration Statement”), declared effective on July
24, 2019 (“Effective Date”); and


 


WHEREAS, Swipy Ltd, a
Cayman Islands exempted company (the “Sponsor”), has agreed to purchase an aggregate of 214,500 units (or 229,500 units
if the over-allotment option is exercised in full) at a price of $10.00 per unit (the “Private Placement Units”),
in a private placement that will close simultaneously with the closing of the offering, with each unit consisting of one Share,
one right to receive one-tenth of a Share and one warrant exercisable to purchase one-half of a Share at a price of $11.50 per
share; and


 


WHEREAS, the Initial
Shareholders have agreed as a condition of the sale of the Units to deposit their Founders’ Shares (as defined in the Prospectus)
and the Private Placement Units, as set forth opposite their respective names in Exhibit A attached hereto (the Founders’
Shares and the Private Placement Units are collectively referred to as the “Escrow Shares”), in escrow as hereinafter
provided; and


 


WHEREAS, the Company
and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1. Appointment
of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.


 


2. Deposit
of Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates
representing such Initial Shareholder’s respective Escrow Shares, together with applicable share powers (if requested by
the Escrow Agent), to be held and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Shareholders
acknowledges that the certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit
of such Escrow Shares under this Agreement.


  






     


     


    

 


3. Disbursement of the Escrow
Shares.


 


3.1 The Escrow Agent shall hold the Escrow Shares during the
applicable period (each, the “Escrow Period”) commencing on the date hereof and until the earlier of: (A) as to the
Founders’ Shares, (i) one year after the completion of the Business Combination, (ii) the date on which the Company completes
a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the shareholders
of the Company having the right to exchange their shares for cash, securities or other property, or (iii) the date on which the
last sale price of the ordinary share equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Business Combination; and (B) as to the Private Placement Units, until the completion of the Business Combination. The Company
shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the applicable
Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable
share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section
6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Escrow Shares; provided further, however, that if, subsequent to the completion of a
Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the shareholders of such entity having the right to exchange their Shares for cash, securities
or other property, then the Escrow Agent will, upon receipt of a notice executed by the, Chief Executive Officer or other authorized
officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall
have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


 


3.2 Notwithstanding Section
3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in
full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow
Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by Sponsor determined by multiplying
187,500 by a fraction, (x) the numerator of which is 750,000 minus the number of Shares purchased by the Underwriters upon the
exercise of their over-allotment option, and (y) the denominator of which is 750,000. The Company shall promptly provide notice
to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units,
if any, purchased by the Underwriters in connection with their exercise thereof.


 


4.  Rights of Initial Shareholders
in Escrow Shares.


 


4.1 Voting Rights
as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Initial Shareholders shall retain all of their rights as shareholders of the Company during the applicable Escrow Period, including,
without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. During the applicable Escrow Period, all dividends payable in cash
with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all share capitalizations or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used
herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any. 


  


4.3 Restrictions
on Transfer. During the applicable Escrow Period, the only permitted transfers of the Escrow Shares will be (i) transfers to
the Company’s officers, directors or to members of the Sponsor or their respective affiliates; (ii) if the Initial Shareholder
is an entity, as a distribution to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution
of the Initial Shareholder, (iii) to any persons (including their affiliates and shareholders) participating in the private placement
of the Private Placement Units, (iv) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a
trust, the beneficiary of which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for
estate planning purposes, (v) by virtue of the laws of descent and distribution upon death of the Initial Shareholder, (vi) pursuant
to a qualified domestic relations order, (vii) by private sales made at or prior to the Business Combination at prices no greater
than the price at which the Escrow Shares were originally purchased or (viii) to the Company for cancellation in accordance with
Section 3.2 above or in connection with the consummation of a Business Combination, in each case, except for clause (ix) or with
the Company’s prior consent, on the condition that such transfers may be implemented only upon the respective transferee’s
written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter (as defined below) signed
by the Initial Shareholder transferring the Escrow Shares.


 


4.4 Insider Letters.
Each of the Initial Shareholders has executed a letter agreement with Maxim and the Company, dated as indicated on Exhibit A hereto,
and the forms of which are filed as exhibits to the Registration Statement (“Insider Letters”), respecting the rights
and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the Company.


 






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5.  Concerning
the Escrow Agent.


 


5.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper
person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the
duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court
to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all
of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions
of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow
Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and
all taxes or other governmental charges.


 


5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by Maxim,
which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent
is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or its own willful misconduct.


 






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5.8 Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6. Miscellaneous.


 


6.1 Governing
Law; Jurisdiction. In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts
of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action,
proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


6.2 Third Party
Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Maxim is a third party beneficiary of this Agreement
and this Agreement may not be modified or changed without the prior written consent of Maxim.


 


6.3 Entire Agreement.
This Agreement, together with the Insider Letters, contains the entire agreement of the parties hereto with respect to the subject
matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed
by each of the parties hereto.


 


6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6 Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally
or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two business days after the date of mailing, as follows:


 


If to the Company, to:


 


Fezallo Inc.


Jinshan Building East, Unit 1903


568 Jinshan West Road


Yong Kang City, Zhejiang Province, China 321300


Attention: Nicholas Ting Lun Wong, Chief
Executive Officer


 


If to a Shareholder,
to his/its address set forth in Exhibit A.


 


and if to the Escrow
Agent, to:


 


Continental Stock Transfer & Trust Company, LLC


1 State Street 30th
floor


New York, NY 10004


Attn: Corporate Actions


 






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A copy (which copy shall
not constitute notice) sent hereunder shall be sent to:


 


Maxim Group LLC


405 Lexington Avenue


New York, NY 10174


Att: Clifford Teller, Executive
Managing Director


  


and:


 


Ellenoff Grossman &
Schole LLP


1345 Avenue of the
Americas, 11th Floor


New York, New York
10105


Attn: Richard Anslow,
Esq.


Fax No.: (212) 370-7879


 


The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.7 Liquidation
of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


6.8 Counterparts.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.


 


[Signature Page Follows]


  




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WITNESS the execution of this Agreement
as of the date first above written.


  


	 	COMPANY:
	 	FELLAZO INC.
	 	 	 
	 	By:	/s/
Nicholas Ting Lun Wong
	 	 	Name:	Nicholas Ting Lun Wong
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	INITIAL SHAREHOLDERS:


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC	 	SWIPY LTD
	 	 	 	 	 
	By:	/s/ Margaret B. Lloyd	 	By:	/s/ Nicholas Ting Lun Wong
	 	Name: Margaret B. Lloyd	 	 	Name:  Nicholas Ting Lun Wong
	 	Title:   Vice President	 	 	Title:    Director
	 	 	 	 
	 	 	 	/s/
    Anderson Toh Heng Hee
	 	 	 	Anderson Toh Heng Hee
	 	 	 	 
	 	 	 	/s/
    Jonathan Peng Fai Chong
	 	 	 	Jonathan Peng Fai Chong
	 	 	 	 
	 	 	 	/s/
    Nichloas Ting Lun Wong
	 	 	 	Nichloas Ting Lun Wong
	 	 	 	 
	 	 	 	/s/
    Tiong Ming Tan
	 	 	 	Tiong Ming Tan 
	 	 	 	 
	 	 	 	/s/
    Chin Yong Tan
	 	 	 	Chin Yong Tan
	 	 	 	 
	 	 	 	/s/
    Lijun Yu
	 	 	 	Lijun Yu
	 	 	 	 
	 	 	 	/s/ Ping Zhang
	 	 	 	Ping Zhang




 





   


 


 


 


 


 


 


 


 


[Signature Page to Share Escrow Agreement]




 






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EXHIBIT A


 


	Name and Address of Initial Shareholder1	 	Number of Shares	 	Date of Insider Letter
	Swipy Ltd	 	1,652,0002	 	July 24, 2019
	Anderson Toh Heng Hee	 	0	 	July 24, 2019
	Jonathan Peng Fai Chong	 	0	 	July 24, 2019
	Nichloas Ting Lun Wong	 	0	 	July 24, 2019
	Tiong Ming Tan	 	0	 	July 24, 2019
	Chin Yong Tan	 	0	 	July 24, 2019
	Lijun Yu	 	0	 	July 24, 2019
	Ping Zhang	 	 	 	 





 


		1.	The business address of each shareholder is c/o Fellazo Inc., Jinshan Building East, Unit 1903, 568 Jinshan West Road Yong
Kang City, Zhejiang Province, China 321300



		2.	Subject to increase by up to 15,000 shares if the over-allotment option is exercised in full



 


 


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