Exhibit 10.1


 


[_______________, 2020]


 


Brilliant Acquisition Corporation


99 Dan Ba Road, C-9


Putuo District, Shanghai


People’s Republic of China 200062


Tel: (86) 021-80125497


 


EarlyBirdCapital, Inc.


366 Madison Ave 8th Floor


New York, NY 10017


 


		Re:	Initial Public Offering



 


Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Brilliant Acquisition Corporation, a British Virgin Islands company
(the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”)
of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”),
each comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), one right entitling the holder to 1/10 of one Ordinary Share (“Right”), and one
warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its stockholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially owned by him,
her, or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event
that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the undersigned will, as promptly as possible, 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, redeem
the IPO 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 Trust Account net of interest released to the Company as permitted pursuant to the Trust Agreement, divided
by the number of then outstanding IPO Shares, which redemption will completely extinguish public stockholders’ rights as
stockholders (including the right to receive further liquidation distributions, if any), 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 the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law.


 


(b) The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the shares of Founders’ Ordinary Shares owned by the undersigned and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 




     


     


    

 


3. The undersigned
acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders
of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent
directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


4. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior
to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall
be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The
Offering – Limited payments to insiders.”


 


5. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the
event either of the undersigned or any affiliate of the undersigned originates a Business Combination.


 


6. (a) The undersigned
will place into escrow all shares of Founders’ Ordinary Shares owned by him/her/it pursuant to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow agent.


 


(b) The undersigned
agrees that until after the Company consummates a Business Combination, all Private Securities owned by him/her/it will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Securities.


 


7. (a) In order to
minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that
until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company
for its consideration, prior to presentation to any other entity, any suitable target business, subject to any pre-existing fiduciary
or contractual obligations the undersigned might have.


 


(b) The undersigned
hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach
of any of the obligations contained in this letter, (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.


 


8. The undersigned
agrees to be the [ ] of the Company until the earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the Representative
is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background
and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all respects. The undersigned represents and warrants that:


 


(a) he/she/it has
never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any
partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation
or business association of which he/she/it was an executive officer at or within two years before the time of such filing;


 


(b) he/she/it has
never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any such
partnership;


 


(c) he/she/it has
never been convicted of fraud in a civil or criminal proceeding;


 


(d) he/she/it/ has
never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 




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(e)
he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures
commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”)
or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of
business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in
connection with any violation of federal or state securities or federal commodities laws;


 


(f) he/she/it has
never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity described
in 9(e)(i) above, or to be associated with persons engaged in any such activity;


 


(g) he/she/it has
never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h) he/she/it has
never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i) he/she/it has
never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities
law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and
desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity;


 


(j) he/she/it has
never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member;


 


(k) he/she/it has
never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l) he/she/it was
never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration


that is based on a
violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


(m) he/she/it has
never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or
sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


(n) he/she/it has
never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future violation
of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1)
of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 




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(o) he/she/it has
never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was
the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an
investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


(p) he/she/it has
never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining
order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device
for obtaining money or property through the mail by means of false representations;


 


(q) he/she/it is not
subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state
authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;


 


(r) he/she/it is not
subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or section 203(e) or
203(f) of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any
penny stock; and


 


(s) he/she/it has
never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


9. The undersigned
has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
[and to serve as a director and/or officer of the Company].


 


10. The undersigned
hereby waives any right to exercise conversion rights with respect to any shares of the Company’s ordinary shares owned or
to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such
shares be part of the Founders’ Ordinary Shares or shares purchased by the undersigned in the IPO or in the aftermarket,
and agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination (or
sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


11. (a) The undersigned
hereby agrees to not propose, or vote in favor of, approving a definitive agreement for a Business Combination unless Brilliant
Acquisition Corporation has (i) announced that it has entered into a definitive agreement for an initial business combination or
(ii) failed to timely consummate its initial business combination and has liquidated its trust account.


 


(b) The undersigned
hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation prior to the
consummation of a Business Combination unless the Company provides public stockholders with the opportunity to convert their Ordinary
Shares upon such approval in accordance with such Article Sixth thereof.


 




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12.
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.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. The undersigned irrevocably agrees to appoint
Graubard Miller as agent for the service of process in the State of New York to receive, for the undersigned and on his behalf,
service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify
the Company and the Representative and appoint a substitute agent acceptable to each of the Company and the Representative within
30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted by law.


 


14. As used herein,
(i) a “Business Combination” means a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’
Ordinary Shares” means all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO;
(iv) “IPO Shares” means the Ordinary
Shares issued in the Company’s IPO; (v) “Private Securities”
means the units and warrants that are being sold privately by the Company simultaneously with the consummation of the IPO;


(vi) “Trust
Agreement” means the Investment Management Trust Agreement between the Company and Continental Stock Transfer
& Trust Company being entered into in connection with the IPO and governing the use of funds held in the Trust Account; (vii)
“Trust Account” means the trust account
into which a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-•) filed with
the Securities and Exchange Commission.


 


15. 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.


 


16. Each of the undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the
subject matter hereof.


 


	 	[●]
	 	Print Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:


 


	 	BRILLIANT ACQUISTION CORPORATION
	 	 
	 	By:	 
	 	 	Name:   Dr. Peng Jiang
	 	 	Title:     Chief Executive Officer


 




 


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