Exhibit 10.1


 


Execution Version


 


May 12, 2022


Prime Number Acquisition I Corp.


1129 Northern Blvd., Suite 404


Manhasset, NY, 11030


 


 Re: Initial Public Offering


 



Ladies and Gentlemen:


 


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, 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 purchase at least two units, you will not be able to receive
or trade a whole warrant. Each right (each, a “Right”) entitles the holder thereof to receive one-eighth (1/8) of one share
of Class A Common Stock upon the consummation of an initial Business Combination (as defined below). No fraction shares will be issued
in connection with the conversion of the Rights. Therefore, you must hold Rights in multiples of 8 in order to receive shares of Class
A common stock for all of your Rights upon closing of a Business Combination. The Units shall be sold in the Public Offering pursuant
to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Units have been approved to be listed on the Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Prime Number Acquisition LLC (“Sponsor A”), Glorious
Capital LLC (“Sponsor B,” together with Sponsor A, “Sponsors”) , officers and directors, and each
of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or a personnel
of the Company or a designee of them (each, an “Insider” and collectively, the “Insiders”), hereby
agrees with the Company as follows:


 


1.                 
Each of the Insiders agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 






    



     


    

 





2.                 
 Each of the Insiders agrees that in the event that the Company fails to consummate a Business Combination within 18 months from
the closing of the Public Offering or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation, the Sponsors and each Insider shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A Common Stock sold as part of the Units in the
Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares,
which redemption will completely extinguish all Public Stockholders’ rights as stockholders of the Company (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. Each Insider agrees not to propose any amendment to the Company’s amended and restated certificate
of incorporation that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within 12 months from the closing of the Public Offering (or up to 18 months if
the Company extends the period of time to consummate a business combination) or (ii) the other provisions relating to stockholders’
rights or pre-initial business combination activities, unless the Company provides its Public Stockholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of amounts released for payment of taxes) divided by the
number of then outstanding Offering Shares. Each Insider agrees to waive its redemption rights with respect to shares of Capital Stock
owned by it in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
(A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within 12 months from the closing of the Public Offering (or up to 18 months if the Company extend the
period of time to consummate a business combination) or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity.


 


3.                 
Each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the
Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held
by it, him or her. Each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Common Stock (although the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares they hold if the Company fails to consummate a Business Combination within
18 months from the closing of the Public Offering ).


 






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4.                 
 In the event of the liquidation of the Trust Account, the Sponsors (which for purposes of clarification shall not extend to any
other shareholders, members or managers of the Sponsors) agree to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsors shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of
funds in the Trust Account to below (i) $10.20 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares
held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in
each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to
any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsors shall
not be responsible to the extent of any liability for such third party claims. The Sponsors shall have the right to defend against any
such claim with counsel of their choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsors, the Sponsors notify the Company in writing that they shall undertake such defense.


 


5.                 
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 900,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsors agree to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 225,000 multiplied by a fraction, (i) the numerator of which is 900,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 900,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Insiders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering (excluding the sale of Private Shares and assuming that the Insiders do not purchase any Offering Shares or Units in the Public
Offering).


 


6.                 
Sponsor A hereby agrees to transfer up to 465,000 Founder Shares to financial advisors, finders or consultants in connection with
the initial Business Combination of the Company who are not affiliated with the Company or any Insider.


 


7.                 
Each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in the event
of a breach by such Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 8(a), 8(b), and 10 of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 






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8.                 
 (a) The Insiders agree that they shall not Transfer 50% of the Founder Shares until the earlier to occur of: (A) six months after
the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s
Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the completion of the Company’s initial Business Combination;
and shall not Transfer the remaining 50% of the founder shares until the six months after the completion of the Company’s initial
Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b) The Insiders agree that
they shall not Transfer any Private Shares or Working Capital Shares until after 30 days after the completion of a Business Combination
(the “Private Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Shares, or Working Capital Shares that are held by the
Insiders or any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, Sponsors, any affiliates
of the Sponsors, or any of their affiliates, officers, directors, direct and indirect equity holders; (b) in the case of an individual,
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue
of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified
domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; and (g) transfers by virtue of the laws of the State of Delaware
or the Sponsors’ limited liability company agreement upon dissolution of the Sponsors; provided, however, that in the case of clauses
(a) through (e) or (g), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 


9.                  Each
Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each
Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a
defendant in any such criminal proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked, (ii) each advisor’s biographical information furnished to
the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any
material information with respect to such advisor’s background and each advisor’s questionnaire furnished to the Company
is true and accurate in all respects, (iii) none of its advisors is subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction; and (iii) none of its advisors has been convicted of, or pleaded guilty to, any crime (x) involving
fraud, (y) relating to any financial transaction or handling of funds of another person, or (z) pertaining to any dealings in any
securities and none of its advisors is currently a defendant in any such criminal proceeding.


 






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10.              
Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged
subsequent to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities
and Exchange Commission), neither the Sponsors nor any individual who is an officer, director or advisor of the Company as of the date
hereof nor any affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none
of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment
of a loan and advances up to an aggregate of $400,000 made to the Company by Sponsor A in connection the preparation of the Public Offering;
reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination; and
repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by any of the Sponsors and/or
their affiliates or designees to finance transaction costs in connection with an intended initial Business Combination or to extend the
time that the Company need to complete an initial Business Combination, provided, that, if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned
amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $3,000,000 of such loans may be convertible into
Class A Common Stock at a price of $10.00 per share at the option of the lender (the “Working Capital Shares”). Such
shares would be identical to the Private Shares.


 


11.              
Each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any
non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a director of the Company.


 


12.               As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Class A Common Stock and Class B common stock, par value $0.0001 per share; (iii)
 “Founder Shares” shall mean the 1,725,000 shares of the Company’s Class AA common stock, par value $0.0001
per share, initially acquired by the Sponsors pursuant to certain founder shares purchase agreement dated April 7, 2021 (up to
225,000 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the Underwriter); (iv)
 “Private Shares” shall mean 380,892 shares of Class A Common Stock (or 416,892 shares of Class A Common Stock if
the over-allotment option is exercised in full) that the Sponsors have agreed to purchase for an aggregate purchase price of
$3,808,920 in the aggregate (or $4,168,920 if the over-allotment option is exercised in full), or $10.00 per share, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (v) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Shares shall be deposited; (viii)
 “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 






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13.              
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14.              
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on each Insider
and its respective successors, heirs and assigns and permitted transferees.


 


15.              
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16.              
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17.               This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a
provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 






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18.              
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


19.              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 or facsimile transmission.


 


This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that
this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2022;
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 









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	 	Sincerely,
	 	PRIME NUMBER ACQUISITION I CORP.
	 	 
	 	By:	/s/ Dongfeng Wang
	 	Name:	Dongfeng Wang
	 	Title:	CEO





 


[Signature Page to the Insider Letter Agreement-Company
- Prime Number Acquisition I Corp.]





 






    


     


    

 


	PRIME NUMBER ACQUISITION LLC	 	GLORIOUS CAPITAL LLC
	 	 	 
	By:	 /s/
    Dongfeng Wang                             	 	By:	 /s/
Benedicto S.
    Perez                              
	Name: Dongfeng Wang	 	Name: Benedicto S.
    Perez
	Title: Manager  	 	Title: Manager
	 	 	 
	Dongfeng Wang (CEO)	 	David Friedman (CFO)
	 	 	 
	/s/ Dongfeng Wang	 	/s/ David Friedman
	 	 	 
	Qinyu Wang	 	David Sherman
	(Independent Director)	 	(Independent Director)
	 	 	 
	/s/ Qinyu Wang	 	/s/ David Sherman
	 	 	 
	Chris Dunn	 	Sarah Gu    
	(Independent
    Director)	 	(Secretary)
	 	 	 
	/s/ Chris Dunn	 	/s/ Sarah Gu    




 



[Signature Page to the Insider Letter Agreement
 – Insiders – Prime Number Acquisition I Corp.]