Exhibit 4.4


 


WARRANT AGREEMENT


between


PRIME NUMBER ACQUISITION I CORP.


and


VSTOCK TRANSFER, LLC


 


Dated [    ], 2022


 


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”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”),
one-half of one Warrant (as defined below), and one right (the “Rights”) (the “Units”) and, in connection
therewith, has determined to issue and deliver up to 3,000,000 redeemable warrants (or up to 3,450,000 redeemable warrants if the Over-allotment
Option (as defined below) is exercised in part or in full) to public investors in the Offering (the “Warrants”). Each
whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock of the Company for $11.50 per share, subject
to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction
of a Warrant; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) registration statement on Form S-1,
File No. 333-262457 (the “Registration Statement”) and a prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Warrants,
the Rights and the Class A Common Stock included in the Units; and 


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 






    


     


    

 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall initially be issued in registered form only.


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The
Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership
shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the
Warrant Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary
definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall
be in the form annexed hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of
issuance.


 


2.3.2 Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of
such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






    


     


    

 


2.4 Detachability of Warrants.
The Class A Common Stock Warrants, and Rights comprising the Units shall begin separate trading on the fifty-second (52nd) day following
the date of the Prospectus or, if such fifty-second (52nd) day is not on a day, other than a Saturday, Sunday or federal holiday, on which
banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Prime Number Capital LLC,
as the representative of the several underwriters, but in no event shall the Class A Common Stock, the Warrants, the Rights comprising
the Units be separately traded until (a) the Company has filed a Current Report on Form 8-K with the Commission containing an
audited balance sheet of the Company reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds
then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (b) the
Company issues a press release announcing when such separate trading shall begin.


 


2.5 Fractional Warrants.
The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Class A
Common Stock and one-half of one whole Warrant. If, upon the detachment of Warrants from the Units or otherwise, a holder of Warrants
would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of the number of Warrants
to be issued to such holder.


 


3. Terms and Exercise of
Warrants.


 


3.1 Warrant Price. Each whole
Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from
the Company the number of shares of Class A Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Class A Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise required by
the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, however,
that the Company shall provide at least five (5) days’ prior written notice of such reduction to Registered Holders of the
Warrants; and provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) (a) commencing on the later of: (i) the
date that is thirty (30) days after the first date on which the Company completes a Business Combination; and (ii) the date that
is twelve (12) months from the date of the closing of the Offering; and (b) terminating at the earliest to occur of: (x) 5:00
p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination;
(y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination; and (z) 5:00 p.m., New York City time on
the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. As used herein,
the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction
and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging
in any other similar business combination with one or more businesses or entities by the Company. Except with respect to the right to
receive the Redemption Price (as defined below), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 






    


     


    

 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to
the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant
Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the
case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any shares of Class A Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder
on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in
accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Class A
Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Class A Common Stock and the issuance of such shares of Class A Common Stock,
as follows:


 


(a) in lawful money
of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) in the event of
a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(b), over the Warrant Price, by (y) the Fair Market Value. Solely for purposes of this
subsection 3.3.1(b) and Section 6.2, the “Fair Market Value” shall mean the volume weighted average
last reported sale price of the Class A Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior
to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or


 


(c) as provided in Section 7.4
hereof.


 






    


     


    

 


3.3.2 Issuance of Shares
of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it , and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Class A Common
Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise
unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4
or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue
shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant
exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder
of Warrants may exercise its Warrants only for a whole number of shares of Class A Common Stock. The Company may require holders
of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole number, the number of
shares of Class A Common Stock to be issued to such holder. In addition, in no event will the Company be obligated to pay such Registered
Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.


 


3.3.3 Valid Issuance. All
shares of Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4 Date of Issuance. Each
person in whose name any book-entry position or certificate, as applicable, for shares of Class A Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares of Class A Common Stock on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares of Class A Common Stock at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open.


 






    


     


    

 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person and its affiliates
shall include the number of shares of Class A Common Stock issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Class A Common Stock that would be issuable upon (x) exercise of
the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares
of Class A Common Stock, the holder may rely on the number of outstanding shares of Class A Common Stock as reflected in (1) the
Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or VStock Transfer, LLC, as transfer agent, (in such capacity, the “Transfer Agent”) setting
forth the number of shares of Class A Common Stock outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares
of Class A Common Stock then outstanding. In any case, the number of issued and outstanding shares of Class A Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding shares of Class A Common Stock was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Split-Ups. If after
the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A
Common Stock is increased by a capitalization or stock dividend of shares of Class A Common Stock, or by a split-up of shares of
Class A Common Stock or other similar event, then, on the effective date of such capitalization, stock dividend, split-up or similar
event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in the issued and outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders
of shares of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A Common Stock equal
to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock)
multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights
offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common
Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of
the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.


 






    


     


    

 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the
shares of Class A Common Stock a dividend or make a distribution in cash, securities or other assets on account of such shares of
Class A Common Stock (or other shares into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
Class A Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of Class A Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (i) to affect the substance or timing of the Company’s obligation to provide for the redemption of shares
of Class A Common Stock in connection with an initial Business Combination or to redeem 100% of the Company’s public shares
if the Company does not consummate its initial Business Combination within eighteen (18) months from the closing of the Offering, or
in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any
subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Class A Common Stock during the 365-day period
ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted
to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Class A Common Stock issuable
on exercise of each Warrant).


 


4.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding shares
of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A
Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding shares of Class A Common Stock.


 


4.3 Adjustments in Exercise
Price. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of
Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Class A Common Stock so purchasable immediately thereafter.


 


4.4 Issuance in connection
with a Business Combination. If (x) the Company issues additional shares of Class A Common Stock or securities convertible
into or exercisable or exchangeable for Class A Common Stock for capital raising purposes in connection with the closing of its
initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (as
adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such
issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial
shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such shareholders
or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the
volume weighted average trading price of the Class A Common Stock during the twenty (20) trading day period starting on the trading
day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”)
is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value
and the New Issuance Price and the redemption trigger price will be adjusted (to the nearest cent) to 180% of the greater of the Market
Value and the New Issuance Price.


 






    


     


    

 


4.5 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Class A
Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the issued and outstanding shares of Class A Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Registered Holder of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A Common
Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification or reorganization
also results in a change in shares of Class A Common Stock covered by Section 4.1 or Section 4.2,
then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5. The
provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise
of such Warrant.


 


4.6 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A Common Stock issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares of Class A Common Stock purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, or 4.5, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.


 


4.7 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Class A
Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.


 






    


     


    

 


4.8 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares of Class A Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 No Adjustment. For the
avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio
of the shares of class B common stock of the Company, $0.0001 par value per share (“Class B Common Stock”), or
the conversion of the shares of Class B Common Stock into Class A Common Stock, in each case, pursuant to the Company’s
amended and restated certificate of incorporation, as further amended and/or restated from time to time.


 


5. Transfer and Exchange
of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with
respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee
of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further that in the
event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new
Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may
be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant
certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 






    


     


    

 


5.6 Transfer of Warrants.
Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption of Warrants
for Cash. All, but not less than all, of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2
below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $16.50 per share
(subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering
the issuance of shares of Class A Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2 Date Fixed for, and Notice
of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price
per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference Value” shall
mean the last reported sales price of Class A Common Stock for any twenty (20) trading days within the thirty (30) trading-day period
ending on the third (3rd) trading day prior to the date on which notice of the redemption is given.


 


6.3 Exercise After Notice
of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3.3.1(b) of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on
a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of shares of Class A Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


7. Other Provisions Relating
to Rights of Holders of Warrants.


 


7.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as
a stockholder in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 






    


     


    

 


7.2 Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as
to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such
new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of Class A
Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class A
Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Class A
Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration of the
Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants.
The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following
the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such
registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of
the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Class A
Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Class A Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the
Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume -weighted
average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant
Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent
with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the shares of Class A Common Stock issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 






    


     


    

 


7.4.2 Cashless Exercise at
Company’s Option. If the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 hereof and (ii) in
the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for
the registration, under the Securities Act, of the Class A Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the
Class A Common Stock issuable upon exercise of the Warrant under applicable blue sky laws to the extent an exemption is not available.


 


8. Concerning the Warrant
Agent and Other Matters.


 


8.1 Payment of Taxes. The
Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Class A Common Stock upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit
his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of
New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws
of the State of New York, in good standing and having its principal office in the United States of America, and authorized under such
laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the Transfer Agent for the Class A Common Stock not later than the effective date of any such appointment.


 






    


     


    

 


8.2.3 Merger or Consolidation
of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3 Fees and Expenses of
Warrant Agent.


 


8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all
such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4 Liability of Warrant
Agent.


 


8.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the General Counsel, the
Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity. The Warrant
Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and nonassessable.


 






    


     


    

 


8.4.4 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A Common Stock through
the exercise of the Warrants.


 


8.4.5 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and Wilmington Trust Company as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust
Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


9.2 Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:


 


Prime Number Acquisition
I Corp.


1129 Northern Blvd., Suite 404


Manhasset, NY, 11030


Attn.: Dongfeng Wang, Chief
Executive Officer


 


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), as follows:


 


VStock Transfer, LLC


18 Lafayette Place,


Woodmere, NY 11598


Attn: Chief Executive Officer


 


9.3 Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. The provisions of this paragraph will apply to suit, action, proceeding or claim
against the Company arising out of or relating and under the Securities Act. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 






    


     


    

 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in
a court other than a court located within the State of New York or the United States District Court for the Southern District of New
York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
 “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity
other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the Registered Holders of the Warrants.


 


9.5 Examination of the Warrant
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States
of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts. This 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.


 


9.7 Effect of Headings. The
section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or
to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary Cash Dividend”
as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing any provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or amendments, including
any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent
of the Registered Holders of 50% of the then-outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the
Registered Holders.


 


9.9 Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of
Warrant Certificate


 


[Signature Page Follows]


 









    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	Prime Number Acquisition I Corp.
	 	 
	 	By:	
	 	Name:	 Dongfeng Wang
	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	VStock Transfer, LLC, as Warrant Agent
	 	 
	 	By:	
	 	Name:	Yoel Goldfeder
	 	Title:	Chief Executive Officer



 


[Signature Page to Warrant Agreement –
Prime Number Acquisition I Corp.]


 









    


     


    

 


EXHIBIT A


[FACE]


 


Number


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR
TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


PRIME NUMBER ACQUISITION I CORP.


 


Incorporated Under the Laws of the State of Delaware


 


CUSIP 74168P 115


 


Warrant Certificate


 


This Warrant Certificate
certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each,
a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Class A
Common Stock”), of Prime Number Acquisition I Corp., a Delaware corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and nonassessable shares of Class A Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the
Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share, the Company
shall, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant
holder. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by
the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set
forth in the Warrant Agreement.


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.


 


[Signature Page Follows]


 









    


     


    

 


	 	Prime Number Acquisition I Corp.
	 	 
	 	By:	
	 	Name:	 Dongfeng Wang
	 	Title:	Chief Executive Officer
	 	 
	 	VStock Transfer, LLC, as Warrant Agent
	 	 
	 	By:	
	 	Name:	Yoel Goldfeder
	 	Title:	Chief Executive Officer


 


[Signature Page to the Warrant Agreement
Exhibit A of Prime Number Acquisition I Corp.]


 









    


     


    

 


[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A
Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ] (the “Warrant Agreement”),
duly executed and delivered by the Company to VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred
to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set
forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the
nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 









    


     


    

 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [ ] shares of Class A Common Stock and herewith
tenders payment for such shares of Class A Common Stock to the order of Prime Number Acquisition I Corp. (the “Company”)
in the amount of $[] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A
Common Stock be registered in the name of [], whose address is [ ] and that such shares of Class A Common Stock be delivered to
[ ] whose address is []. If said [ ] number of shares of Class A Common Stock is less than all of the shares of Class A Common
Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
of Class A Common Stock be registered in the name of [], whose address is [ ] and that such Warrant Certificate be delivered to
[], whose address is [].


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Class A
Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A
Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such
Warrant Certificate be delivered to [], whose address is [].


 


[Signature Page Follows]


 









    


     


    

 


	Date: 	[ ], 20[]


 


	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


[Signature Page to the Warrant Agreement
Election to Purchase of Prime Number Acquisition I Corp.]