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 17,250,000 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 18 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 18
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 18
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 562,500 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.


 






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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”).


 


(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 4,450,000 shares of the Company’s Class B common stock, par value
$0.0001 per share, (of which 562,500 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 (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, 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 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.


 






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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 August 31, 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
	 	 
	 	 
	 	Amy Cappellazzo
	 	 
	 	 
	 	Jennifer Turner
	 	 
	 	 
	 	Dhani Jones


 


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


 


Signature
Page to Letter Agreement