Contract

Exhibit 10.11

1 Octo ber 25, 2022 Prime N6um6ber Acq6uisition I Corp. 0000 Xxxxxxxx Xxxx, X0xxxx 000, Xxxxxxxxx, XX Attention: Mr. Xxxxxxxx Xxxx , Mr. Xxxxxxxx (Xxxx) Xxxxxx Re: Engagement of Services Ladies and Gentlemen: This is to confirm o6ur agreement (this “Agreement”) where6by Prime N6um6ber Acq6uisition I Corp., a Delaware corporation (the “Company”), has req6uested Prime N6um6ber Capital LLC and WestPark Capital Inc., (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acq6uisition, share p6urchase, recapitalization, reorganization or similar 6b6usiness com6bination (in each case, a “B6usiness Com6bination”) with one or more 6b6usinesses or entities (each a “Target”) as descri6bed in the Compa ny’s Registration Statement on Form S - 1 (File No. 333 - 2 662457 ), as amended, filed with the Sec6urities and Exchange Commission (“Registration Statement”) in connection with its initial p6u6blic offering (“IPO”). 1. Services and Fees. (a) The Advisors will , from time to time, if req6uested 6by and in cons6ultation with the Company: (i) Assist the Company in the transaction str6uct6uring and negotiation of a definitive p6urchase agreement with respect to the B6usiness Com6bination; (ii) Hold meetings with Comp any stockholders to disc6uss the B6usiness Com6bination and the Target’s attri6b6utes; (iii) Introd6uce the Company to potential investors to p6urchase the Company’s sec6urities in connection with the B6usiness Com6bination; (iv) Assist the Company in trying to o6btain stockholder approval for the B6usiness Com6bination, incl6uding assistance with the Company’s proxy statement or tender offer materials; and (v) Assist the Company with relevant financial analysis, presentations, press releases and filings related to the B6usiness Com6bination or the Target. Notwithstanding anything to the contrary co ntained herein, (A) the Advisors’ services will not incl6ude (x) any solicitation of potential investors in connection with the B6usiness Com6bination, or (y) any solicitation of proxies in connection with the B6usiness Com6bination, and (B) the o6bligations of the Advisors to provide any of the a6bove services descri6bed 6under Section 1(a)(i) - (v) or perform any other o6bligations imposed 6upon the Advisors here6under shall 6be several and not joint. In the event that the Company req6uests that an Advisor provide

2 any pl acement agent and/or other services in s6upport of the B6usiness Com6bination, s6uch engagement will 6be set forth in one or more separate agreements 6between the Company and the Advisor. (6b) As compensation for the foregoing services, the Company will pay the Advisors a cash fee eq6ual to three point half ( 3.5% ) of the gross proceeds received 6by the Company in the IPO incl6uding any proceeds from the f6ull or partial exercise of the 6underwriters’ over - allotment option descri6bed therein (“Transaction Fee”) allocat ed as set forth on Sched6ule 1 hereto. (c) The Transaction Fee shall 6be paya6ble in cash and is d6ue and paya6ble to the Advisors 6by wire transfer at the closing of the B6usiness Com6bination (“Closing”) from the Tr6ust Acco6unt (as defined 6below); provided that the Transaction Fee shall not 6be paid prior to the date that is sixty ( 660 ) days from the effective date of the Registration Statement 6unless s6uch payment wo6uld not 6be deemed 6underwriters’ compensation 6under FINRA R6ule 5110.01 in connection with the IPO. I f a proposed B6usiness Com6bination is not cons6ummated for any reason, no Fee shall 6be d6ue or paya6ble to the Advisors here6under. 2. Expenses. At the Closing, the Company shall reim6b6urse the Advisors 6up to $20,000 for its reasona6ble and doc6umented costs a nd expenses inc6urred 6by the Advisors (incl6uding the fees and dis6b6ursements of its co6unsel) in connection with the performance of its services here6under; provided, however, all expenses in excess of $5,000 in the aggregate shall 6be s6u6bject to the Company’s prior written approval, which approval will not 6be 6unreasona6bly withheld. Reim6b6ursa6ble expenses shall 6be d6ue and paya6ble to the Advisor 6by wire transfer at the Closing from the Tr6ust Acco6unt. 3. Company Cooperation. The Company will provide f6ull xxxxxx ation to the Advisors as may 6be necessary for the efficient performance 6by the Advisors of their o6bligations here6under, incl6uding, 6b6ut not limited to, providing to the Advisors and their co6unsel, on a timely 6basis, all doc6uments and information regarding t he Company and Target that the Advisors may reasona6bly req6uest or that are otherwise relevant to the Advisor’s performance of its o6bligations here6under (collectively, the “Information”); making the Company’s management, a6uditors, cons6ultants and advisors a vaila6ble to the Advisors; and, 6using commercially reasona6ble efforts to provide the Advisors with reasona6ble access to the management, a6uditors, s6uppliers, c6ustomers, cons6ultants and advisors of Target. The Company will promptly notify the Advisors of any change in facts or circ6umstances or new developments affecting the Company or Target or that might reasona6bly 6be considered material to the Advisors’ engagement here6under. 4. Representations; Warranties and Covenants. The Company represents, warrants and covenants to the Advisors that all Information it makes availa6ble to the Advisors 6by or on 6behalf of the Company in connection with the performance of its o6bligations here6under will not contain any 6untr6ue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circ6umstances

3 6under which they were made, not misleading as of the date thereof and as of the cons6ummation of the B6usiness Com6bination. The Company acknowledges and agrees that the Advisors will 6use and rely on the acc6uracy and completeness of the Information s6upplied to the Advisors witho6ut having the o6bligation to independently verify the same. 5. Indemnity. The Company shall indemnify the Advisors and their affiliates and their respective directors, officers, employees, stockholders, representatives , and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are inc orporated herein 6by reference. Notwithstanding the foregoing and Annex I, the Advisors agree, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company’s tr6ust acco6unt esta6blished in connection with the IPO (“Tr6ust Acco6unt”) with respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it may have in the f6ut6ure as a res6ult of, or arising o6ut of, any services provided to the Company here6under; and (iii) to not seek reco6urse against the Tr6ust Acco6unt with respect to the Transaction Fee. 66bntIu. Use of Name and Reports. Witho6ut the Advisors’ prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, mem6ber, e mployee, representative or agent thereof) shall q6uote or refer to, in any filings with the Sec6urities and Exchange Commission, any advice rendered 6by the Advisors to the Company or any comm6unication from the Advisors, in each case, in connection with perfo rmance of the Advisor’s services here6under; provided that, if any s6uch q6uote or reference is req6uired 6by applica6ble federal or state law, reg6ulation or sec6urities exchange r6ule, then (i) the Company shall provide Advisors with a draft of s6uch disclos6ure pr ior to the filing 6being made; (ii) Advisors shall 6be given the opport6unity to comment on same; and (iii) Advisors’ consent shall not 6be 6unreasona6bly withheld. 7. Stat6us as Independent Contractor. Advisors shall perform their services as independent con tractors and not as employees of the Company or affiliate thereof. It is expressly 6understood and agreed to 6by the parties that the Advisors shall have no a6uthority to act for, represent or 6bind the Company or any affiliate thereof in any manner, except as may 6be expressly agreed to 6by the Company in writing. In rendering s6uch services, the Advisors will 6be acting solely p6urs6uant to a contract6ual relationship on an arm’s - length 6basis. This Agreement is not intended to create a fid6uciary relationship 6between the parties and neither the Advisors nor any of the Advisors’ officers, directors or personnel will owe any fid6uciary d6uty to the Company or any other person in connection with any of the matters contemplated 6by this Agreement. Each Advisor shall have no responsi6bility or lia6bility for the acts or omissions of the other Advisor, and nothing in this Agreement shall create a partnership, joint vent6ure , or other similar relationship 6between the Advisors. 8. Potential Conflicts.

4 The Company acknowledges t hat the Advisor s are f6ull - service sec6urities firm s engaged in sec6urities trading and 6brokerage activities and providing investment 6banking and advisory services from which conflicting interests may arise. S6u6bject to applica6ble law, in the ordinary co6urse of 6b6usiness, the Advisors and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own acco6unt or the acco6unts of c6ustomers, in de6bt or eq6uity sec6urities of the Company, its affiliates or o ther entities that may 6be involved in the transactions contemplated here6by. Nothing in this Agreement shall 6be constr6ued to limit or restrict the Advisor s or any of its affiliates in cond6ucting s6uch 6b6usiness to the extent permitted 6by applica6ble law. 9. Entire Agreement. This Agreement constit6utes the entire 6understanding 6between the parties with respect to the s6u6bject matter hereof and s6upersedes all prior agreements and 6understandings, oral or written, with respect thereto. This Agreement may not 6be m odified or terminated orally or in any manner other than 6by an agreement in writing signed 6by the parties hereto. 10. Notices. Any notices req6uired or permitted to 6be given here6under shall 6be in writing and shall 6be deemed given when mailed 6by certif ied mail or private co6urier service, ret6urn receipt req6uested, addressed to each party at its respective addresses set forth a6bove, or s6uch other address as may 6be given 6by a party in a notice given p6urs6uant to this Section, or delivered 6by facsimile trans mission (with printed confirmation of receipt) and confirmed, or 6by electronic transmission via PDF, and shall 6be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three days after s6uch mailing). 11. Ter m ; Termination ; S6uccessors and Assigns. This Agreement shall 6be deemed effective as of the date hereof and shall expire 6until the earlier to occ6ur of (i) the completion of the B6usiness Com6bination contemplated 6by the Company, or ( ii) eighteen (1 8 ) months after the date h ereof, or (iii) the m6ut6ual written agreement of the Company and the Advisors. Notwithstanding the previo6us sentence, this Agreement may 6be terminated 6by the Advisor or the Company at any time 6upon ten (10) days' prior written notice to the other party. No s6uch expiration or termination will affect any accr6ued rights or o6bligations of the parties here6under relating to indemnification set forth in Section 5 and Annex I here6under , and the governing law, consent to j6urisdiction and other miscellaneo6us matters set forth in Sections 1 3 here6under. It is expressly agreed that following the termination or expiration of this Agreement, the Advisors will 6be entitled to reasona6ble o6ut - of - pocket costs and expenses inc6urred prior to s6uch termination or expiration, with the s6upport of itemized evidence showing s6uch costs and expenses .. This Agreement may not 6be assigned 6by either party witho6ut the written consent of the other. This Agreement shall 6be 6binding 6upon and shall in6ure to the 6benefit of the parties hereto and, except where prohi6bited, to their s6uccessors and assigns.

5 12. Excl6usivity. D6uring the term of this Agreement, the Company agree s not, directly or indirectly, to solicitate or contact or engage other cons6ultants providing the same or similar services or the payment 6by the Company of fees to s6uch other cons6ultants in providing services descri6bed in this Agreement. 13. Applica6ble Law; Ven6ue ; Disp6ute Resol6ution .. This Agreement shall 6be constr6ued and enforced in accordance with the laws of the State of New York witho6ut giving effect to conflict of laws. In the event of any disp6ute 6under this Agreement, then and in s6uch event, each party hereto agrees that the disp6ute shall either 6be (i) resolved thro6ugh final and 6binding ar6bitration in accordance with the International Ar6bitration R6ules of the American Ar6bitration Association (“AAA”) or (ii) 6bro6ught and enforced in the c o6urts of the State of New York, Co6unty of New York 6under the accelerated adj6udication proced6ures of the Commercial Division, or the United States District Co6urt for the So6uthern District of New York, in each event at the discretion of the party initiating the disp6ute. Once a party files a disp6ute (if ar6bitration, 6by sending the other party a written Demand for Ar6bitration) with one of the a6bove for6ums, the parties agree that all iss6ues regarding s6uch disp6ute or this Agreement m6ust 6be resolved 6before s6uch fo r6um rather than seeking to resolve it thro6ugh another alternative for6um set forth a6bove. In the event the disp6ute is 6bro6ught 6before the AAA, the ar6bitration shall 6be 6bro6ught 6before the AAA International Center for Disp6ute Resol6ution’s offices in New York City, New York, will 6be cond6ucted in English and will 6be decided 6by a panel of three (3) ar6bitrators selected from the AAA Commercial Disp6utes Panel. Each of the parties agrees that the decision and/or award made 6by the ar6bitrators shall 6be final and enfor cea6ble 6by any co6urt having j6urisdiction over the party from whom enforcement is so6ught. F6urthermore, the parties to any s6uch ar6bitration shall 6be entitled to make one motion for s6ummary j6udgment within sixty ( 660 ) days of the commencement of the ar6bitration , which shall 6be decided 6by the ar6bitrator[s] prior to the commencement of the hearings. In the event the disp6ute is 6bro6ught 6by a party in the co6urts of the State of New York or the United States District Co6urt for the So6uthern District of New York, each party irrevoca6bly s6u6bmits to s6uch j6urisdiction, which j6urisdiction shall 6be excl6usive. Each party here6by waives any o6bjection to s6uch excl6usive j6urisdiction and that s6uch co6urts represent an inconvenient for6um. Any s6uch process or s6ummons to 6be served 6upo n a party may 6be served 6by transmitting a copy thereof 6by registered or certified mail, postage prepaid, addressed to s6uch party at the address set forth at the 6beginning of this Agreement. S6uch mailing shall 6be deemed personal service and shall 6be legal a nd 6binding 6upon the party 6being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any s6uch action shall 6be entitled to recover from the other party(ies) all of its reasona6ble attorneys’ fees and expenses relatin g to s6uch action or proceeding and/or inc6urred in connection with the preparation therefor. The Company here6by appoints, witho6ut power of revocation, Prime N6um6ber Acq6uisition I Corp., 0000 Xxxxxxxx Xxxx, X0xxxx 000 , Xxxxxxxxx, XX , Attn: Xxxxxxxx Xxxx , as its agent to accept and acknowledge on its 6behalf service of any and all process which may 6be served in

6 any ar6bitration, action, proceeding or co6unterclaim in any way relating to or arising o6ut of this Agreement. The Company f6urther agrees to take any and all action as may 6be necessary to maintain s6uch designation and appointment of s6uch agent in f6ull force and effect for a period of seven years from the date of this Agreement. 14. Co6unterparts. This Agreement may 6be exec6uted in several original or fac simile co6unterparts, each one of which shall constit6ute an original, and together shall constit6ute 6b6ut one instr6ument. [Signat6ure Page Follows]