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”).
6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 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 Shengang Securities Company Limited (“Shengang Securities”, together with Prime Capital, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 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”).
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:
WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated [ ], 2022Warrant Agreement • February 1st, 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 • February 1st, 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 • February 1st, 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 • February 1st, 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”), and one-half of one redeemable warrant. 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 purchase at l
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”).
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”).
