Exhibit
10.5


 


BELONG
ACQUISITION CORP.


c/o
Ledgewood PC

Two Commerce Square

2001 Market Street, Suite 3400

Philadelphia, PA 19103


 


July
22, 2021


 


Belong
Acquisition Sponsor, LLC


c/o
Belong Acquisition Corp.


Two
Commerce Square


2001
Market Street, Suite 3400


Philadelphia,
PA 19103


 


		Re:	Administrative
Services Agreement



 


Gentlemen:


 


This
letter agreement by and between Belong Acquisition Corp. (the “Company”) and Belong Acquisition Sponsor, LLC (“Provider”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i)
Provider or one of its affiliates or designees shall make available to the Company certain office space, administrative and
shared personnel support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay
Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


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


 


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


 


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


 


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


 


 


[Signature
pages follows]


 






     


     


    

 


	Very truly yours,
	 
	BELONG ACQUISITION CORP. 	 
	 
	By:	/s/ Jennifer Deason	 
	 	Name:	Jennifer Deason	 
	 	Title:	Chief Executive Officer	 


 


 


[Signature
Page to Administrative Services Agreement]


 






     


     


    

 


AGREED
TO AND ACCEPTED BY:


 


	BELONG ACQUISITION Sponsor, LLC	 
	 	 	 	 
	By:	/s/ Peter Saldarriaga	 
	 	Name:	Peter Saldarriaga	 
	 	Title:	Manager	 


 





 


[Signature
Page to Administrative Services Agreement]