Prime Number Acquisition I Corp Watch

from 425 5 pages Promissory Note

from 8-K 5 pages Promissory Note

from 8-K 29 pages Subscription Agreement

from 425 29 pages Subscription Agreement

from 425 37 pages Purchase Agreement

from 425 27 pages Date: August 13, 2023 To: Prime Number Acquisition I Corp., a Delaware Corporation (“PNAC”) and Noco-Noco Pte. Ltd., a Singapore Private Company Limited by Shares (“Target”) Address: 1129 Northern Blvd., Suite 404 Manhasset, Ny 11030 From: (I) Meteora Capital Partners, LP (“McP”) (II) Meteora Select Trading Opportunities Master, LP (“Msto”) and (III) Meteora Strategic Capital, LLC (“Msc”) (With McP, Msto and Msc Collectively as “Seller”) Re: Otc Equity Prepaid Forward Transaction

from 8-K 37 pages Purchase Agreement

from 8-K 27 pages Date: August 13, 2023 To: Prime Number Acquisition I Corp., a Delaware Corporation (“PNAC”) and Noco-Noco Pte. Ltd., a Singapore Private Company Limited by Shares (“Target”) Address: 1129 Northern Blvd., Suite 404 Manhasset, Ny 11030 From: (I) Meteora Capital Partners, LP (“McP”) (II) Meteora Select Trading Opportunities Master, LP (“Msto”) and (III) Meteora Strategic Capital, LLC (“Msc”) (With McP, Msto and Msc Collectively as “Seller”) Re: Otc Equity Prepaid Forward Transaction

from 8-K 5 pages Promissory Note

from 425 5 pages Promissory Note

from 8-K 5 pages Promissory Note

from 8-K 5 pages Promissory Note

from 10-K 14 pages 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 S­1 (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”). 1. Services and Fees. (A) the Advisors Will, From Time to Time, if Requested by and in Consultation With the Spac: (I) Merger and Acquisition Advisory Services: · Pncps Will Use Its Reasonable Efforts in Identifying and Introducing the Spac to Prospective Acquisition Targets; · Pncps Will Work With the Spac on an Exclusive Basis to Evaluate Potential Business Combination and in Developing Procedures and a Timetable; · Pncps Will Assess the Proposed Structure for the Business Combination and Will Assist the Spac in Managing the Process and Closing the Business Combination, Including Formulating and Presenting Responses and Counteroffers, Conducting Due Diligence, and Documenting the Business Combination. (II) Other Services: · Pncps Will Assist the Spac in Trying to Obtain Shareholder Approval for the Business Combination, Including Assistance With the Spac’s Proxy Statement or Tender Offer Materials; · Assist the Spac With Any Press Releases and Filings Related to the Business Combination or the Target. ​ ​ 1 ​ (B)as Compensation for the Foregoing Services, the Spac Shall Pay or Shall Cause the Surviving Entity as the Result of Business Combination to Pay Advisors a Service Fee as Set Forth on Schedule a Hereunder (The “Service Fee”)

from 10-K 7 pages 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”). 1. Services and Fees. (A) the Advisors Will, From Time to Time, if Requested by and in Consultation With the Company: (I)assist the Company in the Transaction Structuring and Negotiation of a Definitive Purchase Agreement With Respect to the Business Combination; (Ii)hold Meetings With Company Stockholders to Discuss the Business Combination and the Target’s Attributes; (Iii)introduce the Company to Potential Investors to Purchase the Company’s Securities in Connection With the Business Combination; (Iv)assist the Company in Trying to Obtain Stockholder Approval for the Business Combination, Including 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 Business Combination or the Target

from 425 23 pages Registration Rights Agreement

from 8-K 23 pages Registration Rights Agreement

from 425 7 pages Lock-Up Agreement

from 8-K 7 pages Lock-Up Agreement

from 8-K 18 pages Indemnity Agreement

from 8-K 5 pages Securities Transfer Agreement