Attached files

file filename
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Belong Acquisition Corp.ea137264ex4-4_belongacqui.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Belong Acquisition Corp.ea137264ex99-2_belongacqui.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Belong Acquisition Corp.ea137264ex99-1_belongacqui.htm
EX-14.1 - CODE OF BUSINESS CONDUCT AND ETHICS - Belong Acquisition Corp.ea137264ex14-1_belongacqui.htm
EX-10.5 - FORM OF INDEMNITY AGREEMENT - Belong Acquisition Corp.ea137264ex10-5_belongacqui.htm
EX-10.4 - PLACEMENT UNIT SUBSCRIPTION AGREEMENT, BETWEEN BELONG ACQUISITION CORP. AND BELO - Belong Acquisition Corp.ea137264ex10-4_belongacqui.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG BELONG ACQUISITION CORP. AND CERTAIN - Belong Acquisition Corp.ea137264ex10-3_belongacqui.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Belong Acquisition Corp.ea137264ex10-2_belongacqui.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG BELONG ACQUISITION CORP. AND ITS OFFICERS AND DIR - Belong Acquisition Corp.ea137264ex10-1_belongacqui.htm
EX-5.1 - OPINION OF LEDGEWOOD, PC - Belong Acquisition Corp.ea137264ex5-1_belongacqui.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Belong Acquisition Corp.ea137264ex4-2_belongacqui.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Belong Acquisition Corp.ea137264ex4-1_belongacqui.htm
EX-3.4 - AMENDED AND RESTATED BYLAWS - Belong Acquisition Corp.ea137264ex3-4_belongacqui.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Belong Acquisition Corp.ea137264ex3-2_belongacqui.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Belong Acquisition Corp.ea137264ex1-1_belongacqui.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Belong Acquisition Corp.ea137264-s1a1_belongacqui.htm

Exhibit 10.7

 

BELONG ACQUISITION CORP.

c/o Ledgewood PC
Two Commerce Square
2001 Market Street, Suite 3400
Philadelphia, PA 19103

 

, 2021

 

Belong Acquisition Sponsor, LLC

[-------------------]

 

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 shall make available to the Company, at [-----------------] (or any successor location of Provider or its affiliates), 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:    
  Name:  
  Title:  

 

[Signature Page to Administrative Services Agreement]

 

 

 

 

AGREED TO AND ACCEPTED BY:

 

BELONG ACQUISITION Sponsor, LLC

 

By:    
  Name:  
  Title:  

 

[Signature Page to Administrative Services Agreement]