BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • 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
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 21st, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of [__], 2023, by among Prime Number Acquisition I Corp., a Delaware corporation (“Company”), Prime Number Holding Limited, a Cayman Islands exempted PubCo limited by shares (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).
RE: WARRANT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND VSTOCK TRANSFER, LLC (THE "WARRANT AGENT") DATED MAY 12, 2022 (THE "WARRANT AGREEMENT")Prime Number Holding LTD • June 21st, 2023 • Miscellaneous electrical machinery, equipment & supplies
On December [ ], 2022, Prime Number Acquisition I Corp. (the “Company”), Prime Number Holding Limited, a Cayman Islands exempted company limited by shares ( “PubCo”), Prime Number Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), [ ]1, a Singapore private company limited by shares and a direct wholly-owned Subsidiary of PubCo (“New SubCo”), NOCO-NOCO PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (“Target”), and certain shareholders of Target entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which (a) the Company shall merge with and into Merger Sub, with the Company continuing as the surviving entity (the “Merger”), as a result of which, (i) the Company shall become a wholly-owned subsidiary of PubCo and (ii) all of the issued and outstanding securities of the Comp
