Exhibit 10.1


 


[●], 2021


 


Belong Acquisition Corp.


c/o Ledgewood, PC


Two Commerce Square


2001 Market Street, Suite 3400


Philadelphia, PA 19103


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter agreement (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between Belong Acquisition Corp., a Delaware corporation (the “Company”), and
Wells Fargo Securities, LLC, as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including
up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”), and the Company shall apply to have the
Units listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Belong Acquisition Sponsor, LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team
(each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1. The Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed
Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed
Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval.


 






     


     


    

 


2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing
of the Public Offering, or such later period as may be approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the
Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
taxes as well as any expenses related to the administration of the Trust Account (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all of the Public Stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the
Company’s amended and restated certificate of incorporation (i) that would modify the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering or (ii) with respect to any other provisions relating to
stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Stockholders
with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the
Company to pay its franchise and income taxes as well as any expenses related to the administration of the Trust Account,
divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender
offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it, he, she or they hold if the Company
fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 


3. During the period commencing on
the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with
respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or
exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common
Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The provisions
of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and
the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.


 






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4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target
business with which the Company has entered into an acquisition agreement (a “Target”); provided,
however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that
such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds
in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account
due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of
the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes and expenses related to
the administration of the Trust Account, except as to any claims by a third party (including a Target) who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 


5. To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 573,750 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial
Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering.


 


6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach
by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement,
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Common Stock 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 Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 






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(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units, Private Placement Shares or Private Placement Warrants
(or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion
of a Business Combination (the “Private Placement Lock-up Period” and, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private
Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants
or the Founder Shares, as applicable, and that are held by the Sponsor, an Insider or any of their permitted transferees (that
have complied with this paragraph 7(c)), are permitted (1) in connection with an initial Business Combination with the consent
of the Company to any third party that agrees in writing to be bound by the provisions of this Letter Agreement applicable to Insiders
(other than paragraph 1); and (2) (a) to the Company’s officers, directors, any affiliates or family members of any
of the Company’s officers, directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an
individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a
member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case
of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with
the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; and (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided,
however, that in the case of clauses (a) through (g), these permitted transferees must enter into a written agreement agreeing
to be bound by the restrictions herein.


 


8. The Sponsor and each Insider
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the
Prospectus) is true and accurate in all respects and does not omit any material information with respect to the
Insider’s background. The questionnaire of the Sponsor and each Insider furnished to the Company is true and accurate
in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or
practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding.


 






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9. Except as disclosed in the
Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of
the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of
the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
(a) reimbursement for any out-of-pocket expenses related to the Company’s formation and Public Offering and to identifying,
investigating and completing an initial Business Combination; (b) repayment of loans, if any, and on such terms as to be determined
by the Company from time to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction
costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such
loaned amounts so long as no proceeds from the Trust Account are used for such repayment; (c) payments to the Sponsor or its affiliate
or designee of a total of $10,000 per month for office space, administrative and shared personnel support services, pursuant to
an Administrative Services Agreement, and (d) payments to the Sponsor, any Insiders or their respective affiliates in connection
with the successful completion of the Company’s initial Business Combination. Up to $1,500,000 of the loans referenced in
clause (b) above may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical
to the Private Placement Units.


 


10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to
serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or director of the Company.


 


11. As used herein, (i)
“Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii)
“Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii)
“Founder Shares” shall mean the 4,461,250 shares of the Company’s Class B common stock, par
value $0.0001 per share, (of which 573,750 shares will be forfeited by the Sponsor if the over-allotment option is not
exercised by the Underwriters) owned by the Initial Stockholders; (iv) “Initial Stockholders” shall
mean the Sponsor and other holders of Founder Shares immediately prior to the Public Offering; (v) “Private
Placement Shares” shall mean the shares of Common Stock sold as part of the Private Placement Units; (vi)
“Private Placement Units” shall mean the aggregate of 550,000 units of the Company (or 595,000
units if the over-allotment option is exercised in full) (each Private Placement Unit consists of one-half of one Private
Placement Warrant and one Private Placement Share) sold to the Sponsor for a purchase price of $5,500,000 (or $5,950,000 if
the over-allotment option is exercised in full), in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up
to an aggregate of 275,000 shares of the Common Stock (or 297,500 shares if the over-allotment option is exercised in full)
that are included in the Private Placement Units; (viii) “Public Stockholders” shall mean the
holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust
account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be
deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 






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12. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the
other parties. 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 shall be binding on the Sponsor and each Insider
and their respective successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy
or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter 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.


 


16. This Letter 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 Letter 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 Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement shall
be governed by and construed and enforced in accordance with 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 parties hereto (i)
all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


18. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be
sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


19. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and
closed by June 30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Pages Follow]


 











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	 	Sincerely,	 
	 	 
	 	BELONG ACQUISITION SPONSOR, LLC
	 	 
	 	By:	 
	 	 	Name:	             
	 	 	Title:	 


 


	 	 
	 	Jennifer Deason
	 	 
	 	 
	 	Peter Saldarriaga
	 	 
	 	 
	 	George Arison
	 	 
	 	 
	 	Jason Park
	 	 
	 	 
	 	Miyuki Matsumoto
	 	 
	 	


 


	Acknowledged and Agreed:	 
	 	 	 
	BELONG ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name:	             	 
	 	Title:	 	 


 


Signature Page to Letter Agreement