Exhibit 10.6


 


Brilliant Acquisition Corporation


Commerce House, Wickhams Cay 1, P.O.Box
3140


Road Town, Tortola, British Virgin Island,
VG1110


 


August 29, 2019


 


New Lighthouse Investment Limited


Suite 1602, Building 1, 188 Lane, Shenglong Road


Pudong New
Area, Shanghai, China


 


		RE:	Securities Purchase Agreement



 


Ladies and Gentlemen:


 


We are pleased to accept the offer you,
New Lighthouse Investment Limited, our business and acquisition advisory service provider (the “Subscriber”) have
made to purchase an aggregate of 138,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary
Shares”), of Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”). The
terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements
regarding such Shares, are as follows:


 


1.
Purchase of Shares. For the aggregate sum of USD $3,000.12 (the “Purchase Price”), which the Company
acknowledges receiving in cash, the Company hereby sells and issues to the Subscriber, and the Subscriber hereby purchases from
the Company the Shares, for a purchase price of approximately USD $0.02174 per Share, on the terms and subject to the conditions
set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company is delivering to
the Subscriber certificate(s) registered in the Subscriber’s name representing the Shares, receipt of which the Subscriber
hereby acknowledges.


 


2. Representations, Warranties and Agreements.


 


2.1 Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and
warrants to the Company and agrees with the Company as follows:


 


2.1.1. No Government Recommendation or
Approval. The Subscriber understands that no United States federal or state agency or similar agency of any other country has
passed upon or made any recommendation or endorsement of the offering of the Shares.


 


2.1.2. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not
violate, conflict with or constitute a default under (i) the Subscriber’s articles of association, (ii) any agreement, indenture
or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject,
or any agreement, order, judgment or decree to which the Subscriber is subject.


 




     


     


    

 


2.1.3. Organization and Authority.
The Subscriber is a business company duly incorporated, validly existing and in good standing under the laws of the British Virgin
Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by the Subscriber, this Agreement is a legal, valid and binding agreement of such Subscriber, enforceable
against such Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4 Experience, Financial Capability
and Suitability. The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the
merits and risks of this investment and to make an informed decision relating thereto. The Subscriber is aware its investment in
the Company is a speculative investment that has limited liquidity, because there may never be an established market for the Company’s
securities. The Subscriber has the financial capability for making the investment and the investment is a suitable one for the
Subscriber. The Subscriber can, without impairing its financial condition, hold the Shares for an indefinite period of time and
can afford a complete loss of the investment. The Subscriber acknowledges that the Company has urged the Subscriber to seek independent
advice from professional advisors relating to the suitability of an investment in the Company and in connection with this Agreement,
and that the Subscriber has sought and received such independent professional advice with respect to such investment and this Agreement
or, after careful consideration, the Subscriber has determined to waive its right to seek and/or receive such independent professional
advice. The Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber must bear the economic risk
of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii)
an exemption from registration available with respect to such sale.


 


2.1.5. Access to Information. Prior
to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company,
and the opportunity to obtain additional information to verify the accuracy of all information so obtained.


 


2.1.6. Private Offering. The Subscriber
represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person” as defined
in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation
S. Accordingly, the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, and therefore may not be offered, pledged or sold by Subscriber, directly or indirectly, in the United States without registration
under United States federal and state securities laws or an exemption therefrom and Subscriber understands the certificates representing
the Shares will contain a legend in respect of such restrictions. The Subscriber did not decide to enter into the Agreement as
a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or as a result
of any “directed selling efforts” within the meaning of Rule 902 under Regulation S.


 




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2.1.7 Investment Purposes. The Subscriber
is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit
of any U.S. Person, and not with a view towards the distribution thereof and Subscriber has no present arrangement to sell the
Shares to or through any person or entity. Subscriber shall not engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.


 


2.1.8. Restrictions on Transfer; Shell
Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration under the Securities
Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company
an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the
Shares. Subscriber further acknowledges that because the Company is a shell company and Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following the consummation of a business combination despite technical compliance with
the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9. No Governmental Consents.
No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of
Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s Representations,
Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the
Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Organization and Corporate Power.
The Company is a business company duly incorporated, validly existing and in good standing under the laws of the British Virgin
Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all
requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement,
indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject.


 




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2.2.3. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and entry of the shares in the name of the Subscriber in
the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof, and entry of the shares in the name of the Subscriber in the register
of members of the Company, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and
encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b)
transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions
of the Subscriber.


 


3. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement and any other Company securities purchased
on a private placement basis, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any
distributions by the Company from the Trust Account (as such term is defined in the Investment Management Trust Agreement to be
entered by and between the Company and the trustee thereunder), in the event of a liquidation of the Company upon the Company’s
failure to timely complete a business combination. For purposes of clarity, in the event any Subscriber purchases Ordinary Shares
in the initial public offering (“IPO”) of the Company or in the aftermarket, any additional shares so purchased shall
be eligible to receive their pro rata portion of any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any Shares, or any Ordinary Shares purchased in the IPO or in the aftermarket, for funds held in the Trust
Account upon the successful completion of a business combination.


 


4. Restrictions on Transfer.


 


4.1. Securities Law Restrictions. In
addition to any restrictions to be contained in the Letter Agreement (as defined in Section 4.4 below), the Subscriber agrees not
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed
to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction is exempt from registration under the Securities
Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 




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4.2 Restrictive Legends. All certificates
representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT,
(B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS SUNDER THE SECURITIES ACT, (D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A LETTER AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LETTER
AGREEMENT , EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF.”


 


4.3. Additional Shares or Substituted Securities.
In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than
stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’ s outstanding capital stock without receipt of consideration, any new, substituted or additional securities or other
property which are by reason of such transaction distributed with respect to any Shares subject to this Section 4 or into which
such Shares thereby become convertible shall immediately be subject to this Section 4. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of Shares subject to this Section 4.


 


4.4 Lock-up. The Subscriber acknowledges
that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in a Letter Agreement, to be
entered into prior to the date of the preliminary prospectus in connection with the IPO between the Subscriber and the Company
(the “Letter Agreement”). Pursuant to the Letter Agreement, the Subscriber shall not sell, transfer, pledge,
hypothecate or otherwise dispose of its Shares until the earlier of one year after the date of the consummation of the Company’s
initial business combination (the “Consummation Date”), provided however if the closing price of the Common
Stock exceeds USD $12.50 for any 20 trading days within a 30-trading day period following the 6 month anniversary of the Consummation
Date (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), the shares shall be released. In such
case, the Lock-up and the aforesaid restrictions contained in this paragraph shall lapse and be of no further force or effect.
Notwithstanding the foregoing, the aforesaid restrictions shall also lapse if, subsequent to the Consummation Date, the Company
consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


4.5 Registration Rights. The
Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after they are registered pursuant to a Registration Rights Agreement to be
entered into with the Company prior to the closing of the IPO (“Registration Rights Agreement”). The Subscriber
is entitled to make such number of demands that the Company registers the Shares pursuant to the terms and restrictions as set
forth in the Registration Rights Agreement.


 




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5. Other Agreements.


 


5.1. Further Assurances. The Subscriber
agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent
of this Agreement.


 


5.2 No Obligation as to Employment.
The Company is not by reason of this Agreement obligated to employ, or continue to employ, the Subscriber in any capacity.


 


5.3. Notices. All notices, requests,
consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set
forth on the first page of this Agreement or to such other address as a party may designate by notice hereunder, and shall be either
(a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid.
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at
the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight
courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified
mail, on the (5th) business day following the day such mailing is made.


 


5.4. Entire Agreement. This Agreement,
together with the Letter Agreement, substantially in the form to be filed as an exhibit to the Company’s registration statement
on Form S-1, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject
matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect,
or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


5.5. Modifications and Amendments.
The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


5.6. Waivers and Consents. The terms
and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a
continuing waiver or consent.


 


5.7. Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 




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5.8. Benefit. All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of
the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any
rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of
this Agreement.


 


5.9. Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the British
Virgin Islands for agreements made and to be wholly performed within such country.


 


5.10. Severability. In the event that
any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall
be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem
any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain
in full force and effect.


 


5.11. No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between
the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any
such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such
notice or demand.


 


5.12. Survival of Representations and Warranties.
All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument
provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf
of the parties.


 


5.13. No Broker or Finder. Each of
the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other.
Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation
by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to
bear the cost of legal expenses incurred in defending against any such claim.


 


5.14. Headings and Captions. The headings
and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or
affect the meaning or construction of any of the terms or provisions hereof.


 




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5.15. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf ‘ format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf
‘ signature page were an original thereof.


 


6. Voting and Tender of Shares. The
Subscriber agrees to vote the Shares as well as any Ordinary Shares acquired in the IPO or the aftermarket in favor of a business
combination that the Company negotiates and presents for approval to the Company’s shareholders and shall not seek redemption
with respect to the Shares. Additionally, the Subscriber agrees not to tender any Share in connection with a tender offer presented
to the Company’s shareholders in connection with an initial business combination negotiated by the Company.


 


7. Indemnification. Each party shall
indemnify the other and the underwriter of the IPO against any loss, cost or damages (including reasonable attorney’s fees
and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this
Agreement.


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth our understanding and
agreement, please counter sign the enclosed copy of this agreement here below and return it to us.


 


	 	Very truly yours,
	 	 
	 	BRILLIANT ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Chuanwei Chen
	 	Name: 	Chuanwei Chen
	 	Title:	Chief Executive Officer and Director
	 	Date:	August 29, 2019


 


Accepted and agreed this


 


August 29, 2019


 


	New Lighthouse Investment Limited	 
	 	 
	By:	/s/ Xingxian Li	 
	Name: 	Xingxian Li	 
	Title:	Vice President	 
	Date:	August 29, 2019	 


 




 


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