INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
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.
15,000,000 Units Belong Acquisition Corp. UNDERWRITING AGREEMENT July 22, 2021Underwriting Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
Belong Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized term
Belong Acquisition Corp. c/o Ledgewood, PC Two Commerce Square Philadelphia, PA 19103 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
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 RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2021, is made and entered into by and among Belong Acquisition Corp., a Delaware corporation (the “Company”), Belong Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between BELONG ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 22, 2021Warrant Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 22, 2021, is by and between Belong Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 28th, 2021 • Belong Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 22nd day of July, 2021, by and between Belong Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at Two Commerce Square, 2001 Market Street, Suite 3400, Philadelphia, PA 19103, and Belong Acquisition Sponsor, LLC, a Delaware limited liability company (“Subscriber”).
BELONG ACQUISITION CORP. c/o Ledgewood PC Two Commerce Square 2001 Market Street, Suite 3400 Philadelphia, PA 19103 July 22, 2021Belong Acquisition Corp. • July 28th, 2021 • Blank checks • Pennsylvania
