Exhibit 4.1


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the
Company has received binding commitments (“Subscription Agreements”) from Swipy Ltd., a Cayman Islands exempted
company(the “Sponsor”), to purchase up to an aggregate of 214,500 units (or 229,500 if the over-allotment option
is exercised in full by the underwriters), each unit (“Unit”) comprised of one Ordinary Share of the Company, par
value $0.0001 per share (“Ordinary Share”), one right to receive one-tenth (1/10) of one Ordinary Share and one
warrant, each warrant exercisable to purchase one-half (1/2) of  one Ordinary Share for $11.50 per share, subject to
adjustment as described herein, and in connection therewith, will issue and deliver up to an aggregate of 229,500 warrants
(“Private Warrants”) upon consummation of such private placement (the “Private Offering”); and


 


WHEREAS, the Company is engaged in a public
offering (the “Public Offering”) of Units and, in connection therewith, will issue and deliver (i) up to 5,750,000
warrants (“Public Warrants”) to the public investors and (ii) a Unit Purchase Option (“UPO”) to Maxim Group
LLC or its designees (the “Representative”), to purchase up to 287,500 units (the “Representative Units”),
which Representative Units includes 287,500 underlying warrants (the “Representative Warrants”) and 287,500 Ordinary
Shares (the “Representative Shares”); and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of
the Sponsor or certain of the Company’s executive officers and directors may loan to the Company funds as may be required,
of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units (the “Working Capital Units”),
and in connection therewith, will issue and deliver up to an aggregate of 150,000 warrants (the “Working Capital Warrants”);
and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-231654 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities,
the Public Warrants; and


 


WHEREAS, following consummation of the Public
Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public Warrants, Representative
Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following the consummation
by the Company of, a Business Combination (defined below); and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant. Each
Warrant shall initially be issued in registered form only. Physical certificates, if any, shall be in substantially the form of
Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by the Chairman of the Board and Chief Executive
Officer of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated Warrants.
Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, Private Unit or Working Capital Unit, and any Warrant may be issued in uncertificated or book-entry form through the
Warrant Agent and/or the facilities of The Depository Trust Company (the “Depository”) or other book-entry depositary
system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant
so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant
Agent in accordance with the terms of this Agreement.


 


2.3. Effect of Countersignature.
Except with respect to uncertificated Warrants as described in Section 2.2 above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant Register. The
Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2. Ownership of beneficial interests
in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”).
If the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical form evidencing
such Warrants which shall be in the form annexed hereto as Exhibit A.


 


2.4.3. Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability of Warrants.
The securities comprising the Units will not be separately tradeable until the fifty-second (52nd) day after the date
hereof unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event will separate
trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K with the SEC which
includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised
on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing
when such separate trading shall begin.


  






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2.6. Warrant Attributes.


 


2.6.1 Private Warrants and Working
Capital Warrants. The Private Warrants and Working Capital Warrants will be identical to the Public Warrants but they (i) will
be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c), (ii) will not
be redeemable by the Company, in either case as long as such warrants are held by the initial holders or their affiliates and permitted
transferees (as provided below), (iii) will be subject to the transfer restrictions set forth below and (iv) may be subject to
the limitations on exercise set forth in Section 3.3.2. The provisions of this Section 2.6 may not be modified, amended or deleted
without the prior written consent of the Representative. Prior to the date that is 30 days following the consummation by the Company
of a Business Combination (as defined below), the Private Warrants and Working Capital Warrants may only be transferred by the
holders thereof:


 


	 	(a)	to any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders, employees and members of the Sponsor and its affiliates;
	 	 	 
	 	(b)	amongst initial holders (as defined in the Registration Statement) or to the Company’s officers, directors and employees;
	 	 	 
	 	(c)	if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation;
	 	 	 
	 	(d)	by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes;
	 	 	 
	 	(e)	by virtue of the laws of descent and distribution upon death;
	 	 	 
	 	(f)	pursuant to a qualified domestic relations order;
	 	 	 
	 	(g)	by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;
	 	 	 
	 	(h)	by private sales at prices no greater than the price at which the Private Warrants were originally purchased; or
	 	 	 
	 	(i)	to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination.


 


2.6.2 Representative Warrants.
Subject to Section 6.4, the Representative Warrants shall have the same terms, and be in the same form, as the Public Warrants.


 


2.6.3 Post IPO Warrants. The
Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be
agreed upon by the Company.


 






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3. Terms and Exercise of Warrants


 


3.1. Warrant Price. Each Warrant
shall, when countersigned by the Warrant Agent (if in physical), entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price
of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement refers to the price per share at which Ordinary Shares may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than 20 business days; provided, however, that the Company shall provide at least
10 business days prior written notice of such reduction to registered holders of the Warrants; provided, further, however, that
any such reduction shall be applied consistently to all of the Warrants. 


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of the consummation by
the Company of a share exchange, share reconstruction and amalgamation with, purchase of all or substantially all of the assets
of, contractual arrangements with, or any other similar business combination with one or more businesses or entities (“Business
Combination”) (as described more fully in the Registration Statement) and 12 months from the effective date of the Registration
Statement of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from
the consummation of a Business Combination (ii) the liquidation of the Company, and (iii) the Redemption Date as provided in Section
6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in Section 7.4 below; provided further, that for as long as any of
the Private Warrants are held by the Representative or its designees or affiliates, such Private Warrants may not be exercised
after five years from the effective date of the Registration Statement. Except with respect to the right to receive the Redemption
Price in the event of a redemption (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that the Company will provide written notice to registered holders of the Warrants of such
extension of not less than 20 days.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the
provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if applicable), may be exercised
by the registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised
on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purposes in writing by
the Warrant Agent to the Depository from time to time, (ii) an election to purchase any Ordinary Shares pursuant to the exercise
of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case
of a Book-Entry Warrant, properly delivered by the Depository participant in accordance with the Depositary’s procedures,
and (iii) by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the
issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the United
States, in good certified check or wire payable to the Warrant Agent;


 


(b) in the event of redemption
pursuant to Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value, provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of
this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders
of Warrant pursuant to Section 6 hereof; or


 


(c) with respect to any Private
Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants are held by the initial holders
or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof), by surrendering such Private Warrants or Working
Capital Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of
Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Ordinary Shares for the 10 trading days ending on the day prior to the Company’s
receipt of the applicable exercise notice; or


 






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(d) in the event the registration
statement required by Section 7.4 hereof is not then effective and current, then during the period beginning on the 91st day
after the closing of the Business Combination and ending upon the effectiveness of such registration statement, and during any
other period after such date of effectiveness when the Company shall fail to have maintained an effective registration statement
covering the Ordinary Shares issuable upon exercise of the Warrants, by surrendering such Warrants for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price.
Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price
of the Ordinary Shares for the 10 trading days ending on the day prior to the date of exercise. 


 


3.3.2. Issuance of Ordinary Shares.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any),
the Company shall issue to the registered holder of such Warrant a book-entry position or certificate or certificates for the number
of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or
it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant (as the case
may be) for the number of shares as to which such Warrant shall not have been exercised. Subject to Section 4.7 of this Agreement,
a registered holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares (i.e., only an even number
of Warrants may be exercised at any given time by a registered holder). Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. The Company shall not be obligated to deliver any Ordinary Shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto
is current, subject to the Company’s satisfying its obligations under Section 7.4. Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be unlawful. No Warrant shall be exercisable and the
Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such
Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of
the registered holder of the Warrants. In the event that the conditions in the immediately preceding three sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase
price for the Unit solely for the Ordinary Shares underlying such Unit. If, by reason of any exercise of warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall round down to the nearest whole number, the number of shares to be issued to such holder.


 


3.3.3. Valid Issuance. All Ordinary
Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and Restated Memorandum and
Articles of Association of the Company shall be validly issued as fully paid and non-assessable.


 


3.3.4. Date of Issuance. Upon
proper exercise of a Warrant, the Company shall instruct the Warrant Agent in writing to make the necessary entries in the register
of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder of such Warrant.
Each person in whose name any book-entry position in the register of members of the Company for Ordinary Shares is issued shall
for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry
position in the register of members of the Company representing such Warrant, was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are
closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding
date on which the register of members or book-entry system are open.








 






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3.3.5. Maximum Percentage. A
holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the
“Maximum Percentage”) of the Ordinary Shares issued and outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without
limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of issued and outstanding Ordinary Shares, the holder may rely
on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form
10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent
setting forth the number of Ordinary Shares issued and outstanding. For any reason at any time, upon the written request of the
holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in writing to such holder the number
of Ordinary Shares then issued and outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the
date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


  


4. Adjustments.


 


4.1. Share Dividends - Split Ups.
If after the date hereof, the number of issued and outstanding Ordinary Shares is increased by a share dividend payable in Ordinary
Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date of such share dividend, split
up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such
increase in issued and outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares entitling holders to
purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend
of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary
Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day
period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights.


 


4.2. Aggregation of Shares.
If after the date hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse
share split or reclassification of the Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.


 






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4.3. Extraordinary Dividends.
If the Company, at any time while the Warrants are issued and outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of
the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection
with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a vote to amend the Company’s amended and restated memorandum and articles of association pursuant to Regulation 23.11
thereof, (e) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination
or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even
date herewith or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to
consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities
or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share
amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the
date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering). 


 


4.4. Adjustments in Exercise Price.
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.5. Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other
than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case
of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is liquidated, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification
also results in a change in Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 


4.6. Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each Warrant
holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






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4.7. No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to
the nearest whole number the number of the Ordinary Shares to be issued to the Warrant holder.


 


4.8. Form of Warrant. The form
of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an issued and outstanding Warrant or otherwise, may be in the form as so changed. 


 


4.9. Other Events. In case
any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly
applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants
and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as
to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of
this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment; provided, however, that
under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result of any issuance of securities in connection
with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any issued and outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


5.2. Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants
so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant
certificate or book-entry position for a fraction of a warrant.


 


5.4. Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 






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5.6. Private Warrants and Working
Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after
the consummation by the Company of a Business Combination, except for transfers made in accordance with Section 2.6 hereof, on
the condition that, in the case of Private Warrants, prior to such registration for transfer, the Warrant Agent shall be presented
with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be
bound by the terms of the Subscription Agreements.


 


6. Redemption.


 


6.1. Redemption. Subject to
Section 6.4 hereof, not less than all of the issued and outstanding Warrants may be redeemed, at the option of the Company, at
any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred
to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Ordinary Shares has been at least $16.50 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on the third trading day
prior to the date on which notice of redemption is given and provided further that there is a current registration statement in
effect with respect to the issuance of the Ordinary Shares underlying the Warrants for each day in the 30-Day Trading Period and
continuing each day thereafter until the Redemption Date (defined below). 


 


6.2. Date Fixed for, and Notice
of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at
any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Ordinary
Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (within the meaning of Section
3.3.1(b)) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4. Exclusion of Certain Warrants.
Any of the Private Warrants or Working Capital Warrants, Representative Warrants prior to the exercise of the UPO or Post IPO Warrants
(if such warrants provide that they are non-redeemable by the Company), shall not be redeemable by the Company as long as such
Private Warrants, Working Capital Warrants, Representative Warrants (prior to the exercise of the UPO) or Post IPO Warrants (if
such warrants provide that they are non-redeemable by the Company) continue to be held by initial holders and affiliates or their
permitted transferees (as prescribed in Section 5.6 hereof). However, once such Private Warrants, Working Capital Warrants or Representative
Warrants (prior to the exercise of the UPO) are no longer held by the initial holders or their affiliates or permitted transferees,
such Private Warrants, Working Capital Warrants or Representative Warrants (prior to the exercise of the UPO) shall then be redeemable
by the Company pursuant to Section 6 hereof. Upon the exercise of the UPO, the Representative Warrants shall be redeemable by the
Company upon the same terms as the Public Warrants. The provisions of this Section 6.4 may not be modified, amended or deleted
without the prior written consent of the Representative.


 


7. Other Provisions Relating to Rights of Holders of
Warrants.


 


7.1. No Rights as Shareholder.
A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 






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7.2. Lost, Stolen, Mutilated, or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be
sufficient to permit the exercise in full of all issued and outstanding Warrants issued pursuant to this Agreement. 


 


7.4. Registration of Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) business days after the closing of a Business
Combination, it shall use its best efforts to file with the SEC, and within sixty (60) business days following a Business Combination
to have declared effective, a new registration statement, for the registration, under the Act, of the Ordinary Shares issuable
upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those
states in which the Warrants were initially offered by the Company, the Ordinary Shares issuable upon exercise of the Warrants.
In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of
such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition,
the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of the
exercising warrant holders to the extent an exemption is not available. If any such registration statement has not been declared
effective by the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 91st day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the SEC, and during any other period after such date of effectiveness when the
Company shall fail to have maintained an effective and current registration statement covering the Ordinary Shares issuable upon
exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section
3.3.1(d). In connection with the cashless exercise of the Public Warrants, the Company shall provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the issuance
of Ordinary Shares upon exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be
registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will
not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised
on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written
consent of the Representative.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1. Payment of Taxes. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


  


8.2. Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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8.2.2. Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment. 


 


8.2.3. Merger or Consolidation of
Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 


8.3. Fees and Expenses of Warrant
Agent.


 


8.3.1. Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further Assurances. The
Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all
such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.


 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.


 


8.4.2. Indemnity. The Warrant
Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 






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8.5. Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares through the exercise
of Warrants.


 


8.6. Waiver. The Warrant 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 Warrant 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.


 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns. 


 


9.2. Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent), as follows:


 


Fellazo Inc.

Jinshan Building East, Unit 1903

568 Jinshan West Road

Yong Kang City, Zhejiang Province


People’s Republic of China
321300


Attn: Nicholas Ting Lun Wong, Chief Executive Officer


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as
follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


 


and


 


Loeb & Loeb


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


 






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and


 


Maxim Group LLC


405 Lexington Avenue, 2nd floor


New York, NY 10174


Attn: Clifford A. Teller


 


9.3. Applicable Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


   


9.4. Persons Having Rights under
this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 2.6, 6.4, 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.6, 6.4, 7.4, 9.4 and 9.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Representative with respect to the Sections 2.6, 6.4, 7.4, 9.4 and 9.8 hereof) and their successors
and assigns and of the registered holders of the Warrants.


 


9.5. Examination of the Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


9.6. Counterparts. This Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of Headings. The
Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8. Amendments. This Agreement
may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall
not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders
of a majority of the then issued and outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered
holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9. Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[signature page follows]


 





 






    13


     


    

 


IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/
Margaret B. Lloyd
	 	 	Name: Margaret B. Lloyd
	 	 	Title:   Vice President


 


 


 


 


 


[Signature page to Warrant Agreement]