Exhibit 10.1


 


June 26, 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;


 




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(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);


 


(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;


 




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(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;


 


(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.


 


	 	Chuanwei Chen
	 	
	 	        
	 	Signature
	 	 
	 	Acknowledged and Agreed:


 


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


 




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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.


 


	 	Chuanwei Chen
	 	
	 	/s/ Chuanwei Chen
	 	Signature
	 	 
	 	Acknowledged and Agreed:


 


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


 




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June 26, 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.


 




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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;


 




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(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);


 


(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;


 




    9


     


    

 


(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;


 


(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.


 




    10


     


    

 


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.


 


	 	Dr. Peng Jiang
	 	 
	 	/s/ Dr.
    Peng Jiang
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 
	 	By:	/s/
    Dr. Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    11


     


    

 


June 26, 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.


 




    12


     


    

 


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;


 




    13


     


    

 


(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);


 


(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;


 




    14


     


    

 


(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;


 


(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.


 




    15


     


    

 


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.


 


	 	Mitchell Cariaga
	 	
	 	
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	/s/
    Dr. Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    16


     


    

 


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.


 


	 	Mitchell Cariaga
	 	
	 	/s/ Mitchell
    Cariaga
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	           
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    17


     


    


 


June 26, 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.


 




    18


     


    

 


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;


 




    19


     


    

 


(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);


 


(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;


 




    20


     


    

 


(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;


 


(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.


 




    21


     


    

 


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.


 


	 	Xiaoying Sun
	 	
	 	
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	/s/
    Dr. Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    22


     


    


 


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.


 


	 	Xiaoying Sun
	 	
	 	/s/ Xiaoying
    Sun
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    23


     


    


 


June 26, 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.


 




    24


     


    

 


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;


 




    25


     


    

 


(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);


 


(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;


 




    26


     


    

 


(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;


 


(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.


 




    27


     


    

 


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.


 


	 	Zan Wu
	 	
	 	
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	/s/
    Dr. Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    28


     


    


 


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.


 


	 	Zan Wu
	 	
	 	/s/ Zan
    Wu
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    29


     


    


 


June 26, 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.


 




    30


     


    

 


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;


 




    31


     


    

 


(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);


 


(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;


 




    32


     


    

 


(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;


 


(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.


 




    33


     


    

 


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.


 


	 	New Lighthouse Investment Limited
	 	
	 	
	 	Signature
	 	By:	Xingxian
    Li
	 	Title:   	Vice President
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	/s/
    Dr. Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    34


     


    





 


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.


 


	 	New Lighthouse Investment Limited
	 	
	 	/s/ Xingxian
    Li
	 	Signature
	 	By:	Xingxian
    Li
	 	Title:   	Vice President
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	 	 	 
	 	By:	
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 




    35


     


    


 


June 26, 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.


 




    36


     


    

 


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;


 




    37


     


    

 


(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);


 


(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;


 




    38


     


    

 


(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;


 


(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.


 




    39


     


    

 


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.


 


	 	Nisun Investment Holding Limited
	 	
	 	
	 	Signature
	 	 
	 	By:	Bodang Liu
	 	Title:  	Sole Director
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	
	 	By:	/s/ Dr.
    Peng Jiang
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 






    40


     


    


 


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.


 


	 	Nisun Investment Holding Limited
	 	
	 	/s/ Bodang
    Liu
	 	Signature
	 	 
	 	By:	Bodang Liu
	 	Title:  	Sole Director
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	BRILLIANT ACQUISTION CORPORATION
	 	
	 	By:	
	 	 	Name:  	Dr. Peng Jiang
	 	 	Title:	Chief Executive Officer


 


 


41