Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of July 22, 2021 by and between
Belong Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1 (File No. 333-253857) (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities,
LLC as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Registration Statement, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units
(as defined in the Underwriting Agreement) (or $172,500,000 if the Underwriters’ over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as
the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $5,250,000, or $6,487,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 






     


     


    

 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185
days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein;


 


(e)
Promptly notify the Company of all communications received by the Trustee with respect to any Property requiring action by the
Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the
Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 






    2


     


    

 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as
either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the
“Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and
income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in
the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 18 months after
the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously
released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if
the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y)
of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the
Property has been distributed to the Public Stockholders;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and
distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income or franchise
tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which
amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution; provided, further, that if the tax to be
paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the
franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the
Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated
certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its
public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in
the Company’s amended and restated certificate of incorporation. The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no
responsibility to look beyond said request; and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k) above.


 






    3


     


    

 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief
Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i),
1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing; 


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it
hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company,
which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant
to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and
the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual
administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A
and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 






    4


     


    

 


(f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and 


 


(g)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $5,250,000.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any
proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s
counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 






    5


     


    

 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on
the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including,
but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)
and 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to
any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against
the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as
follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this
Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed
to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor
trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have
the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of
New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the
provisions of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 






    6


     


    

 


6. Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any
change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to
it by the Company, including account names, account numbers, and all other identifying information relating to a Beneficiary,
Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


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


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be
modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock
and shares of Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock
in connection with a stockholder vote to approve an amendment to this Agreement that would affect the substance or timing of the
Company’s obligation to redeem 100% of its public shares of Common Stock if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated certificate of incorporation), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 by facsimile or email transmission:


 






    7


     


    

 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Belong
Acquisition Corp.

c/o Ledgewood, PC

Two Commerce Square

2001 Market Street, Suite 3400

Philadelphia, PA 19103

Attn: Mark Rosenstein

Email: mrosenstein@ledgewood.com


 


in
each case, with copies to:


 


Ledgewood,
PC

Two Commerce Square

2001 Market Street, Suite 3400

Philadelphia, PA 19103

Attn: Mark Rosenstein

Email: mrosenstein@ledgewood.com


 


and


 


Wells
Fargo Securities, LLC

500 West 33rd Street,


New
York, New York 10001

Attn: Equity Syndicate

Fax: (212) 214-5918


 


and


 


Latham
& Watkins LLP

811 Main St., Suite 3700

Houston, Texas 77002

Attn: Ryan J. Maierson

Email: ryan.maierson@lw.com


 






    8


     


    

 


(f)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.


 


(g)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a
third party beneficiary of this Agreement.


 


(h)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


 


[Signature
Page Follows]


 






    9


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental
    Stock Transfer & Trust Company,
	 	as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	Belong Acquisition
    Corp.
	 	 	 	 
	 	By:	 /s/
    Peter Saldarriaga
	 	 	Name:	Peter
    Saldarriaga
	 	 	Title:	President, Chief Financial
    Officer and Secretary


 


 


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	[●]	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	[●]	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	[●]	 
	Paying Agent services as required pursuant to Section 1(i) and 1 (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1 (k)	 	 	Prevailing rates	 



 






     


     


    

 






Exhibit A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account — Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Belong Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about ___________,
20__. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the
Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 





On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction signed by
the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the
Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 






    A-1


     


    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.


 


	 	Very truly
    yours,
	 	 
	 	Belong Acquisition
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 

	cc:	Wells Fargo Securities,
    LLC


 






    A-2


     


    

 






Exhibit B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account — Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Belong Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public
Stockholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the
terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the
distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


	 	Very truly
    yours,
	 	 
	 	Belong Acquisition
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 

	cc:	Wells Fargo Securities,
    LLC


 






    B-1


     


    

 


Exhibit C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account — Tax Payment Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Belong Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly
    yours,
	 	 
	 	Belong Acquisition
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 

	cc:	Wells Fargo Securities,
    LLC


 






    C-1


     


    

 








Exhibit D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account Stockholder Redemption Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Belong Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
that affects the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company
has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 


	 	Very truly
    yours,
	 	 
	 	Belong Acquisition
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 

	cc:	Wells Fargo Securities,
    LLC


 






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