BRILLIANT ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of _________, 2020, by and among BRILLIANT ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This agreement is made as of [__], 2020 between Brilliant Acquisition Corporation, a British Virgin Islands company, with offices at 99 Dan Ba Road, C-9, Putuo District, Shanghai, People’s Republic of China 200062 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Agreement is made as of [ ], 2020 by and between Brilliant Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Brilliant Acquisition Corporation Putuo District, Shanghai People’s Republic of China 200062 Tel: (86) 021-80125497 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
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.
EARLYBIRDCAPITAL, INC.Brilliant Acquisition Corp • June 5th, 2020 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Brilliant Acquisition Corporation, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 237153) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHT AGREEMENTRight Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of ● 2020 between Brilliant Acquisition Corporation, a British Virgin Islands Company, with offices at 99 Dan Ba Road, C-9 Putuo District, Shanghai, China 200062 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
Brilliant Acquisition Corporation Commerce House, Wickhams Cay I, P.O.Box 3140 Road Town, Tortola, British Virgin Island, VG1110Brilliant Acquisition Corp • June 5th, 2020 • Blank checks • Virgin Islands
We are pleased to accept the offer you, Mitchell D. Cariaga, our independent director (the “Subscriber”) have made to purchase an aggregate of 2,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”) of Brilliant Acquisition Corporation, a British Virgin Islands company (the ‘Company’). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
BRILLIANT ACQUISITIONBrilliant Acquisition Corp • June 5th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Brilliant Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nisun Investment Holding Limited (“Nisun”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples, Republic of China 200062, (or any successor location) in return for the indirect benefit of supporting the business of the Company as one of its shareholders.
NUMBER _________ (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTSBrilliant Acquisition Corp • June 5th, 2020 • Blank checks • New York
is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the completion by Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable ordinary share, no par value (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering and (b) the Company’s completion of a Business Combination, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate and payment o
