SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [*], 2023 (the “Effective Date”) by and between noco-noco Inc., a Cayman Islands exempted company the “Company”), and __________________________ (Id: _____________________________) (the “Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • September 19th, 2023 • Noco-Noco Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
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).
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 Holding LTD • May 17th, 2023 • Miscellaneous electrical machinery, equipment & supplies • 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”).
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement Confirmation Amendment • October 30th, 2023 • Noco-Noco Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT (this “Amendment”), dated as of October 26, 2023 (“Amendment Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) noco-noco Inc. (f/k/a Prime Number Holding Limited), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”), and (v) NOCO-NOCO PTE. LTD., a Singapore private company limited by shares (“Target”).
AMENDMENT NO. 1 TO PURCHASE AGREEMENTTo Purchase Agreement • September 19th, 2023 • Noco-Noco Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1 (“Amendment No. 1”) is dated September 18, 2023 to the Purchase Agreement dated August 14, 2023 (the “Agreement”) and is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (the “Investor”) and noco-noco Inc., formerly known as Prime Number Holding Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company” and together with the Investor, the “Parties”).
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 • May 17th, 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
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
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [___], 2023, by and between noco-noco Inc., a Cayman Islands exempted company incorporated with limited liability (the “Company”) and [____] (the “Executive”), to be effective as of the date hereof (the “Effective Date”). Certain capitalized terms are defined in Section 8 of this Agreement.
DATED THIS 10th day of May 2023Supplemental Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
This Director Service Agreement (the “Agreement”) is made and entered into as of , by and between noco-noco Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and (ID Card No.: ) (the “Director”).
NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
THIS NONDISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of [___], 2023, by and between noco-noco Inc., a Cayman Islands exempted company incorporated with limited liability (the “Company”) and [____] (the “Shareholder”)1, to be effective as of the date hereof (the “Effective Date”)2. Certain capitalized terms are defined in Section 3 of this Agreement.
Prime Number Capital LLC, FINRA/SIPC Member 14 Myrtle Drive, Great Neck, NY, 11021 (347) 329-1585Engagement Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • 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 S-1 (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”).
joinder to BUSINESS COMBINATION AgreementBusiness Combination Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Joinder to Business Combination Agreement (this “Agreement”), entered into as of [●], 2023 is made and entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”), NOCO-NOCO PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (the “Company”) and the signatory hereto (“Participant”).
Payoff LetterLetter Agreement • October 12th, 2023 • Noco-Noco Inc. • Miscellaneous electrical machinery, equipment & supplies
This letter agreement (“Letter”) is effective on the date first written above and delivered by each of the undersigned in connection with the issuance and registration of certain ordinary shares of noco-noco Inc. (“PubCo”).
AMENDMENT TO TERMS AND CONDITIONS OF THE PROMISSORY NOTETerms And • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
This Amendment to Terms and Conditions of the Original Agreement (the "Memorandum") is entered into between noco-noco Pte. Ltd. (formerly known as 3DOM Singapore Pte. Ltd., the "Borrower") and 3 DOM Alliance Inc. (formerly known as 3DOM Inc., the "Holder", and collectively with the "Borrower", the "Parties") to amend certain terms and conditions as stated in the Promissory Note entered into between the Parties dated as of August 1st, 2020 (the "Original Agreement"), as described below.
ContractPrime Number Holding LTD • February 13th, 2023 • Miscellaneous electrical machinery, equipment & supplies
AMENDMENT TO TERMS AND CONDITIONS OF THE PROMISSORY NOTETerms And • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
This Amendment to Terms and Conditions of the Original Agreement (the “Memorandum”) is entered into between noco-noco Pte. Ltd. (formerly known as 3DOM Singapore Pte. Ltd., the “Borrower”) and 3 DOM Alliance Inc. (formerly known as 3DOM Inc., the “Holder”, and collectively with the “Borrower”, the “Parties”) to amend certain terms and conditions as stated in the Promissory Note entered into between the Parties dated as of August 1st, 2020 (the “Original Agreement”), as described below.
SUBLICENSE AGREEMENTSublicense Agreement • May 17th, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies
This Sublicense Agreement (the “Agreement”) is entered into and made effective as of November 22nd, 2022 (the “Effective Date”), by and between 3DOM Alliance Inc., a company incorporated under the laws of Japan (“Sublicensor”), and NOCO-NOCO PTE. LTD., formerly known as 3DOM (Singapore) Pte. Ltd., a Singapore corporation (“Sublicensee”).
