Exhibit 10.4


 


FELLAZO INC.


568 Jinshan West Road


Yong Kang City, Zhejiang Province, China
321300


 


July 24, 2019


 


Swipy Ltd.


568 Jinshan West Road


Yong Kang City, Zhejiang Province, China
321300


Att: Nicholas Ting Lun Wong


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


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”):


 


(i) The Sponsor shall make available, or
cause to be made available, to the Company, at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang
Province, China (or any successor location provided by the Sponsor), certain office space, administrative support, and employees
of the Sponsor as may be reasonably required by the Company from time to time, including in connection with due diligence and related
services in connection with the Company’s search for a target company. In exchange therefor, the Company shall pay Sponsor
the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; provided, that no
salaries or fees will be paid from this monthly amount to members of the Company’s management team; and


 


(ii) The Sponsor hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter
agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of,
the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the
proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result
of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement constitutes the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 


[Signature Page Follows]


 




     


     


    

 


 


	 	Very truly yours,
	 	 
	 	FELLAZO INC.
	 	 	 
	 	By:	/s/
Nicholas Ting Lun Wong
	 	 	Name: Nicholas Ting Lun Wong
	 	 	Title:   Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


SWIPY LTD


  


	By:   	/s/
Nicholas Ting Lun Wong	 
	Name: 	Nicholas Ting Lun Wong	 
	Title:  	Director	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Administrative Support
Agreement]