Exhibit 10.5


  


UNIT
PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NISUN

 INVESTMENT HOLDING LIMITED


 


June
23, 2020


 


Gentlemen:


 


Brilliant
Acquisition Corporation ( “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates
selling units in the IPO, each comprised of one ordinary share, no par value per share of the Company (“Ordinary Shares”),
one right entitling its holder to 1/10 of an ordinary share of the Company (“Rights”), and one warrant (“Warrant”),
each whole Warrant to purchase one Ordinary Share.


 


The
undersigned hereby commits to purchase an aggregate of 240,000 units of the Company (“Initial Units”) at $10.00 per
Initial Unit for an aggregate purchase price of $2,400,000 (the “Initial Purchase Price”). Additionally, if the underwriters
in the IPO exercise their over-allotment option in full or part, the undersigned further commits to purchase up to an additional
21,000 Units (“Additional Units” and together with the Initial Units, the “Private Units”) at $10.00 per
Additional Unit for an aggregate purchase price of up to $210,000 (the “Over-Allotment Purchase Price” and together
with the Initial Purchase Price, the “Purchase Price”). The Private Units will be identical to the units to be sold
in the IPO except as to be described in the Company’s registration statement filed in connection with the IPO (“Registration
Statement”). At least 24 hours prior to the effective date (“Effective Date”) of the Registration Statement,
the undersigned will cause the Purchase Price to be delivered to RAITI, PLLC, counsel for the Company (“Counsel”),
by wire transfer as set forth in the instructions attached as Exhibit A hereto to hold in a non-interest bearing account until
the Company consummates the IPO. The undersigned agrees that if the size of the IPO is increased or decreased for any reason,
the amount of the undersigned’s investment will be either increased or decreased, as applicable, so that the undersigned’s
percentage of the aggregate investment in Private Units (collectively, the “Private Securities”) made by the undersigned
and other investors of the Company remains the same. If the size of the offering is increased, the undersigned agrees that it
will deliver the purchase price for such additional Private Securities to Counsel as set forth above or as promptly as is reasonably
practicable following the increase if it is on the Effective Date. If the size of the offering is decreased, the unused portion
of the Purchase Price shall be returned to the undersigned.


 


The
consummation of the purchase and issuance of the Initial Units and Additional Units (if any) shall occur simultaneously with the
consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, Counsel shall
deposit the Initial Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established
by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. Simultaneously
with the consummation of all or any part of the over-allotment option, Counsel shall deposit the pro-rata portion of the Over-Allotment
Purchase Price, based upon the amount of the over-allotment option that has been exercised, without interest or deduction, into
the Trust Fund. Upon expiration of the over-allotment option, Counsel shall return any unused portion of the Over-Allotment Purchase
Price to the undersigned. If the Company does not complete the IPO within thirty (30) days from the Effective Date, the Purchase
Price (without interest or deduction) will be returned to the undersigned.


 


Each
of the Company and the undersigned acknowledges and agrees that Counsel is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Private Securities and Counsel’s sole obligation under this letter agreement is to act
with respect to holding and disbursing the Purchase Price for the Private Securities as described above. Counsel shall not be
liable to the Company or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise
in connection with performing its services hereunder unless Counsel has acted in a manner constituting gross negligence or willful
misconduct. The Company shall indemnify Counsel against any claim made against it (including reasonable attorney’s fees)
by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or
willful misconduct. Counsel may rely and shall be protected in acting or refraining from acting upon any written notice, instruction
or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 






     


     


    

 


The
Private Units will be identical to the units to be sold by the Company in the IPO, except that:


 


		●	the
                                         undersigned agrees to vote the Ordinary Shares included in the Private Units (“Private
                                         Shares”) in favor of any proposed Business Combination;



 


		●	the
                                         rights and warrants included in the Private Units (i) will not be redeemable by the Company
                                         and (ii) may be exchanged or exercised for cash or on a cashless basis, as described
                                         in the Registration Statement, in each case so long as they are held by the undersigned
                                         or any of its permitted transferees;



 


		●	the
                                         undersigned agrees not to seek conversion, or seek to sell such shares in any tender
                                         offer, in connection with any proposed Business Combination with respect to the Private
                                         Shares;



 


		●	the
                                         Private Securities and underlying securities will not be transferable by the undersigned
                                         until the consummation of a Business Combination (subject to certain exceptions as described
                                         in the Registration Statement);



 


		●	the
                                         Private Securities will be subject to customary registration rights, pursuant to a registration
                                         rights agreement on terms agreed upon by the Company and the Underwriters to be filed
                                         as an exhibit to the Registration Statement;



 


		●	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Private Securities or the underlying securities (but will participate in liquidation
                                         distributions with respect to any units or Ordinary Shares purchased by the undersigned
                                         in the IPO or in the open market after the IPO) if the Company fails to consummate a
                                         Business Combination; and



 


		●	the
                                         Private Securities and the underlying securities will include any additional terms or
                                         restrictions as is customary in other similarly structured blank check company offerings
                                         or as may be reasonably required by the underwriters in the IPO in order to consummate
                                         the IPO, each of which will be set forth in the Registration Statement.



 


The
undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature
necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable
to the undersigned, including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights
agreement.


 


The
undersigned hereby represents and warrants that, as applicable:


 


		(a)	it
                                         has been advised that the Private Securities and the underlying securities have not been
                                         registered under the Securities Act;



 


		(b)	it
                                         is acquiring the Private Securities and the underlying securities for its account for
                                         investment purposes only;



 


		(c)	it
                                         has no present intention of selling or otherwise disposing of the Private Securities
                                         or the underlying securities in violation of the securities laws of the United States;



 


		(d)	it
                                         is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 






    2


     


    

 


		(e)	it has had both the
                                                                                                                                                                 opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its
                                                                                                                                                                 behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it
is familiar with the proposed business, management, financial conditions and affairs of the Company;



 


		(g)	it
has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed
to consummate the transactions contemplated in this letter; and



 


		(h)	this
letter constitutes a legal, valid and bind obligation, and is enforceable against it.



 


	 	Very
    truly yours,
	 	 
	 	BRILLIANT
    ACQUISITION CORPORATION
	 	 
	 	BY	/s/ Dr.
    Peng Jiang
	 	 	Name:	Dr.
    Peng Jiang
	 	 	Title:	CEO


 


	Accepted
    and Agreed:	 
	 	 
	NISUN
    INVESTMENT HOLDING LIMITED	 
	 	 
	By:		 
	 	Name: 	Bodang
    Liu	 
	 	Title:	President	 


 


	RAITI,
    PLLC	 
	(solely
    with respect to its obligations to hold 	 
	and
    disburse monies for the Private Securities)	 
	 	 
	By:	/s/
    Warren A. Raiti	 
	 	Name: 	Warren
    A. Raiti	 
	 	Title:	Managing
    Attorney	 


 






    3


     


    

 






		(e)	it has had both the
                                                                                                                                                                 opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its
                                                                                                                                                                 behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it
is familiar with the proposed business, management, financial conditions and affairs of the Company;



 


		(g)	it
has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed
to consummate the transactions contemplated in this letter; and



 


		(h)	this
letter constitutes a legal, valid and bind obligation, and is enforceable against it.



 


	 	Very
    truly yours,
	 	 
	 	BRILLIANT
    ACQUISITION CORPORATION
	 	 
	 	BY	
	 	 	Name:	Dr.
    Peng Jiang
	 	 	Title:	CEO


 


	Accepted
    and Agreed:	 
	 	 
	NISUN
    INVESTMENT HOLDING LIMITED	 
	 	 
	By:	/s/
    Bodang Liu	 
	 	Name: 	Bodang
    Liu	 
	 	Title:	President	 


 


	RAITI,
    PLLC	 
	(solely
    with respect to its obligations to hold 	 
	and
    disburse monies for the Private Securities)	 
	 	 
	By:	/s/
    Warren A. Raiti	 
	 	Name: 	Warren
    A. Raiti	 
	 	Title:	Managing
    Attorney	 


 






    4


     


    

 


Exhibit
A


 


[FORM
WIRE INSTRUCTIONS]


 






    


     


    

 




RAITI,
PLLC – CLIENT ESCROW ACCOUNT

DOMESTIC WIRE INSTRUCTIONS


 


	Account
    Title:	RAITI,
    PLLC
	Account
    Number:	325175138
	Routing
    Number:	021000021
	Bank:	JP
    Morgan Chase, N.A.
	Account
    Address:	1345
    Avenue of the Americas, Suite 3310
	 	New
    York, New York 10105