INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 14th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 13, 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Weixiong (Jeff) Cheong (“Indemnitee”).
6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
The undersigned, Prime Number Acquisition I Corp., a newly formed bank check company formed as a Delaware corporation (the “Company”), hereby confirms its agreement with Prime Number Capital LLC (“Prime Capital”) and WestPark Capital Inc. (“Westpark”, together with Prime Number, hereinafter referred to as “you”, or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as Representatives (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Acquisition LLC, a Delaware limited liability company (“Sponsor A”), Glorious Capital LLC (“Sponsor B”, together with Sponsor A, the “Sponsors”), Dongfeng Wang, David Friedman, Qinyu Wang, David Sherman, Chris Dunn and Sarah Gu (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2023 • Prime Number Acquisition I Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2023, by and among Prime Number Acquisition I Corp., a Delaware corporation (“PNAC”) and the undersigned subscriber (“Subscriber”). Reference to the “Company” shall mean PNAC before the completion of the Business Combination (as defined below) and shall mean noco-noco Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands currently known as “Prime Number Holding Limited” (“PubCo”) after the completion of the Business Combination (as defined below). Reference to “Common Stock” shall be shares of Common Stock of PNAC before the completion of the Business Combination (as defined below) and PubCo Ordinary Shares (as defined below) after the completion of the Business Combination (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2022, is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Acquisition LLC, a Delaware limited liability company (“Sponsor A”), Glorious Capital LLC (“Sponsor B”, together with Sponsor A, the “Sponsors”), Dongfeng Wang, David Friedman, Qinyu Wang, David Sherman, Chris Dunn and Sarah Gu (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
PRIME NUMBER ACQUISITION I CORP. Great Neck, New York 11021Prime Number Acquisition I Corp. • February 1st, 2022 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,357,000 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), among which, up to 177,000 shares of Common Stock are subject to forfeiture pending the exercise of the over-allotment option granted to the underwriter in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PURCHASE AGREEMENTPurchase Agreement • August 14th, 2023 • Prime Number Acquisition I Corp. • Blank checks • New York
WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated May 12, 2022Warrant Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated May 12, 2022, is by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 30th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of December 29, 2022 (this “Agreement”), is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”), PubCo (as defined below and upon the delivery of its signature page pursuant to Section 13.19), Prime Number Merger Sub Inc., a Delaware corporation formed to become a wholly-owned subsidiary of PubCo (the “Merger Sub”), New SubCo (as defined below and upon the delivery of its signature page pursuant to Section 13.18), NOCO-NOCO PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (the “Company”), and the shareholders of the Company named on Annex I hereto as of the date hereof (each of which is a Company Insider (as defined below), such shareholders, the “Signing Sellers”) and the shareholders of the Company that join this Agreement pursuant to Section 10.10 after the date hereof (such shareholders, the “Joining Sellers”, together with the S
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks
This Securities Transfer Agreement is dated as of May 12, 2022 (this “Agreement”), by and among Prime Number Acquisition LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 12, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Prime Number Acquisition LLC, a Delaware limited liability company ( “Sponsor A”), Glorious Capital LLC (“Sponsor B,” collectively with Sponsor A, the “Sponsors”).
Prime Number Acquisition I Corp. Manhasset, NY, 11030Letter Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Capital LLC as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, and one right. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless yo
October 25, 2022 Prime Number Acquisition I Corp. Attention: Mr. Dongfeng Wang, Mr. Weixiong (Jeff) Cheong Re: Engagement of Services Ladies and Gentlemen:Prime Number Acquisition I Corp. • April 3rd, 2023 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), has requested Prime Number Capital LLC and WestPark Capital Inc., (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, share 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. 333-262457), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 12, 2022 between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Prime Number Holding Inc., a Cayman Islands exempted company limited by shares (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
PRIME NUMBER ACQUISITION I CORP.Prime Number Acquisition I Corp. • May 18th, 2022 • Blank checks • New York
This letter agreement by and between Prime Number Acquisition I Corp. (the “Company”) and Prime Number Acquisition LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-262457) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of (a) the consummation by the Company of an initial business combination or (b) the 12-month anniversary of the date the public offering of Company’s 6,000,000 units registered under the Registration Statement is completed (such earlier date hereinafter referred to as the “Termination Date”).
PRIME NUMBER ACQUISITION I CORP.Prime Number • February 1st, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This letter agreement by and between Prime Number Acquisition I Corp. (the “Company”) and Prime Number Acquisition LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-[XX]) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of (a) the consummation by the Company of an initial business combination or (b) the 12-month anniversary of the date the public offering of Company’s 6,000,000 units registered under the Registration Statement is completed (such earlier date hereinafter referred to as the “Termination Date”).
LOCK-UP AGREEMENTLock-Up Agreement • December 30th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”)1, Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”) and Prime Number Holding Limited, a Cayman Islands exempted company limited by shares ( “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
Prime Number Capital LLC, FINRA/SIPC Member 14 Myrtle Drive, Great Neck, NY, 11021 (347)329-1585 info@pncps.comPrime Number Acquisition I Corp. • April 3rd, 2023 • Blank checks • New York
This letter (the “Agreement”) will confirm our understanding that Prime Number Capital LLC (“PNCPS”) has been engaged as the exclusive financial and capital markets advisor ( the “Advisor”) , to assist Prime Number Acquisition I Corp (the “SPAC”) with business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the SPAC’s Registration Statement on Form S1 (File No. 333-262457), as amended, filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
SHARE SURRENDER AGREEMENTShare Surrender Agreement • February 1st, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made as of May 28, 2021, by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Acquisition LLC, a Delaware limited liability company (“Sponsor A”), and Glorious Capital LLC, a Delaware limited liability company, (“Sponsor B and together with Sponsor, the “Stockholders” and each such entity, a “Stockholder”).
RIGHTS AGREEMENTRights Agreement • May 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between rime Number Acquisition I Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”).
