6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 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 • May 4th, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 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”).
WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated [ ], 2022Warrant Agreement • May 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated [ ], 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”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks
This Securities Transfer Agreement is dated as of [ ], 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 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [●], 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 4th, 2022 • Prime Number Acquisition I Corp. • Blank checks
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”), 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 you pu
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”).
