Exhibit 10.2


 


Execution Version


 





INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of May 12, 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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No.333-262457 (the “Registration Statement”) for the initial public
offering of the Company’s units (the “Units”), each of which consists 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 warrant,
each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock, and one right, each whole right entitling
the holder thereof to receive one-eighth of one share of Class A Common Stock (such initial public offering hereinafter referred to as
the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission
(the “SEC”); and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Prime Number Capital LLC (“Prime
Capital”) and WestPark Capital, Inc. (“WestPark”, together with Prime Capital, as representatives
(the “Representatives”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in the
Registration Statement, $61,200,000 of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the
Underwriting Agreement) (or $70,380,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Class A Common Stock included in the Units issued in
the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $2,100,000, or $2,415,000 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.     Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)     Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at Wilmington Trust, National Association.


 


(b)     Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)     In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder;


 






     


     


    

 


(d)     Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)     Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)     Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit
of the Company’s financial statements by the Company’s auditors;


 


(g)     Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)     Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)     Commence
liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the
terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative
(as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable
and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of
the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay
dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the
event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins
to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i),
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public
Stockholders;


 


(j)     Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the
amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets
of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution
so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, however
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a
copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer
of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 






     


     


    

 


(k)     Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
 “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Company the amount
requested by the Company to be used to redeem shares of Class A Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of its public Class A Common Stock if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated certificate of incorporation. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(l)     Only
release the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below)
of the Company substantially in the form attached as Exhibit A, B, C or D, as applicable, attached hereto
(each, a “Written Direction” and collectively, the “Written Direction”); and


 


(m)     Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.     Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)     Give
all instructions to the Trustee hereunder in writing, signed by an Authorized Representative (as such term is defined below) of the Company.
In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and
with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)     Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including
reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such
claim (hereinafter referred to as the “Indemnified Claim”), provided, that no failure or delay by the
Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent it is
found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially prejudiced
the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or
delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel and at its sole cost and
expense;


 


(c)     Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)     In
connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 






     


     


    

 


(e)     Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)     Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of
Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Prime Capital and WestPark.


 


(g)     Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(h)     Designate,
on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”), its authorized
representatives for purposes of this Agreement (each such individual, an “Authorized Representative” of the
Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative as set
forth therein is true and correct; and


 


(i)     Amend,
at any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall be effective
upon receipt by the Trustee of such amendment.


 


3.     Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)     Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)     Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any
third party except for liability arising out of the Trustee’s gross negligence or willful misconduct;


 


(c)     Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)     Refund
any depreciation in principal of any Property;


 


(e)     Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)     The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be
genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care with
respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions for wires
applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)     Verify
the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;


 






     


     


    

 


(h)     Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i)     File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)     Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)     Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.


 


The Company also agrees that
the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or punitive damages,
even if the Trustee is aware of the potential for such damages.


 


4.     Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


  


5.     Termination.
This Agreement shall terminate as follows:


 


(a)     If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement
(whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace
the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b)     At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)     If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company or Prime Number Acquisition LLC (Sponsor A) and Glorious Capital LLC (Sponsor B), as applicable, shall be
returned promptly following the receipt by the Trustee of written instructions from the Company.


 


6.     Miscellaneous.


 


(a)     The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence or willful misconduct, the Trustee shall not be liable
for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds.


 






     


     


    

 


(b)     This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, applicable to contracts
wholly performed within the borders of such state and without giving effect to conflicts of law principles that would result in application
of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one
of which shall constitute an original, and together shall constitute but one instrument.


 


(c)     This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) through (m) (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the then outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001
per share, of the Company voting together as a single class; provided that no such amendment will affect any stockholder of the Company
who has validly elected to redeem his, her or its Class A Common Stock in connection with a stockholder vote sought to amend this
Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto.


 


(d)     The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)     Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by facsimile
transmission or by email:


 


if to the Trustee, to:


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


Attn: Corporate Trust Administration


FAX (302) 636-4149


 


in each case, with copies
to:


 


if to the Company,
to:


Prime Number Acquisition
I Corp.


1129 Northern Blvd.,
Suite 404


Manhasset, NY, 11030


Attn.: David Friedman,
Chief Financial Officer


 


in each case, with copies
to:


 


Arila E. Zhou, Esq.


Robinson &
Cole LLP


azhou@rc.com


666 Third Avenue,
20th Floor


New York, NY 10017


 


(f)     This
Agreement may not be assigned by the Trustee without the prior consent of the Company, which such consent shall not be unreasonably withheld.


 






     


     


    

 


(g)     Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(h)     The
Trustee hereby consents to the inclusion of Wilmington Trust in the Registration Statement and other materials relating to the Offering
and the Business Combination.


 


(i)     Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(j)     Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


(k)     In
the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or
enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property,
the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued,
or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or complies with any
such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason
of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 


(l)     The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions
of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority
or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the contrary in
this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”), Trustee shall
continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with then-current
industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the generality
of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware, telecommunications
capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or system(s) and
will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous basis and/or to
facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason including the
occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s
affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated
affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity
or availability of Trustee’s business continuity and disaster recovery system (the “System”), Trustee
shall endeavor to notify the Company in writing, as promptly as practicable, of the incident.


 


(m)     The
Trustee shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction
of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or
opinion of such counsel.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	Prime Number Acquisition I Corp.
	 	 	 
	 	By:	/s/ Dongfeng Wang
	 	 	Name: Dongfeng Wang
	 	 	Title: CEO


 


	 	TRUSTEE:
	 	 	 
	 	Wilmington Trust, National Association,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Form of Investment
Management Trust Agreement-Prime Number Acquisition I Corp.]


 






     


     


    

 


SCHEDULE
A


 


Fee Schedule 


Prime Number Acquisition I Corp.


Trust Services


 


Acceptance Fee:  
  


 



Waived


 


Initial Fees as they relate to Wilmington Trust acting in the capacity
of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the
Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance
Fee payable at time of Trust Agreement execution 


 


	Trustee - Administration Fee	 


 


$7,500 per annum


 


For review and execution of SPAC trust agreement, including KYC review
and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer
agent and/or investors; and other ongoing administrative services as required.


 


	Out-of-Pocket Expenses:	 	If any, Billed At Cost




 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North 


Wilmington, DE 19890


 


Re:     Trust
Account No.  Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Prime Number Acquisition I Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of ___, 2022 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree)
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of
the funds held in the Trust Account will be immediately available for transfer to the account or accounts that US Tiger Securities, Inc.
(the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither
the Company nor the Representative will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint
written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you
as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 	 
	 	Prime Number Acquisition I Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed to and acknowledged by:	 
	 	 
	Prime Number Capital, LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	WestPark Capital, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re:     Trust
Account No.  Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Prime Number Acquisition I Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of ___, 2022 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation,
as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution
to the Public Stockholders. The Company has selected [•] as the record date for the purpose of determining the Public Stockholders
entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	Prime Number Acquisition I Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Agreed to and acknowledged by:	 
	 	 
	Prime Number Capital, LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	WestPark Capital, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re:     Trust
Account No.  Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Prime Number Acquisition I Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of ___, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 	 
	 	Prime Number Acquisition I Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:


Prime Number Capital, LLC


WestPark Capital, Inc.


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re:     Trust
Account No.  Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Prime Number Acquisition I Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of ___, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as
of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of its public Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public
Stockholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 	 
	 	Prime Number Acquisition I Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:


Prime Number Capital, LLC


WestPark Capital, Inc.