Pluribus Technologies Corp. - AGM Information 2021

AUMENTO CAPITAL IX CORP. 77 King Street West, TD North Tower, Suite 700 Toronto, Ontario M5K 1G8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 17, 2021

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Aumento Capital IX Corp. (the “ Corporation ”) will be held on November 17, 2021 at 11:00 a.m. (Toronto time) at 77 King Street West, TD North Tower, Suite 700, Toronto, Ontario M5K 1G8 for the following purposes:

to receive the unaudited financial statements of the Corporation for the period from incorporation until June 30, 2021;
(A) to elect Roger Daher, David Danziger and Paul Pathak (the “ Aumento Proposed Directors ”) as directors of the Corporation to serve from the close of the Meeting until the earlier of (i) the close of the next annual meeting of shareholders of the Corporation, and (ii) the time of completion of the qualifying transaction of the Corporation (the “ Qualifying Transaction ”) with Pluribus Technologies Inc. (any such time, the “ Completion Time ”), as more fully described in the management information circular dated October 18, 2021 (the “ Information Circular ”) accompanying this notice of Meeting; and (B) to elect Richard Adair, Elmer Kim, David Coombs, Jim Dunbar, Warner Sulz, Carolyn Currie and Alfred Apps as directors of the Corporation to serve from the Completion Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
to consider and, if deemed advisable, to pass, with or without variation, a resolution ratifying, confirming and approving the stock option plan of the Corporation;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing a consolidation of the share capital of the Corporation in a range between one (1) new for every two (2) common shares held and one (1) new for every forty-five (45) common shares held, with such exact ratio to be determined at the discretion of the directors at a later date, as further described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the change of the name of the Corporation in connection with the completion of the Qualifying Transaction, as further described in the Information Circular;
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the adoption of the Advance Notice By-Law, as more fully described in the accompanying Information Circular; and
to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

The board of directors of the Corporation has fixed October 7, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournment thereof.

Accompanying this notice of Meeting are the following documents: a form of proxy, the Information Circular, the unaudited financial statements and management’s discussion and analysis for the period from incorporation until June 30, 2021 if previously requested, a return card, and a return envelope.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Information Circular.

Dated at Toronto, Ontario this 18[th] day of October, 2021.

BY ORDER OF THE BOARD

“ Roger Daher ”

Roger Daher Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

NOTES:

Shareholders registered on the books of the Corporation at the close of business on October 7, 2021 are entitled to notice of the Meeting.
The directors have fixed the hour of 11:00 a.m. on November 15, 2021, being two business days immediately prior to the Meeting, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation’s transfer agent, TSX Trust Company, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.
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AUMENTO CAPITAL IX CORP. 77 King Street West, TD North Tower, Suite 700 Toronto, Ontario M5K 1G8

MANAGEMENT INFORMATION CIRCULAR

For the Annual General and Special Meeting of Shareholders to be held on November 17, 2021

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

The information contained in this management information circular (the “ Circular ”) is furnished to the holders of common shares (the “ Common Shares ”, and such holders of Common Shares, the “ Shareholders ”) of Aumento Capital IX Corp. (the “ Corporation ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the Annual General and Special Meeting of the Shareholders (the “ Meeting ”) to be held at 11:00 a.m. (Toronto time) on November 17, 2021 at 77 King Street West, TD North Tower, Suite 700 Toronto, Ontario M5K 1G8 for the purposes set forth in the accompanying Notice of Annual and Special Meeting of Shareholders (the “ Notice of Meeting ”) and at any adjournment thereof. Unless otherwise stated, the information provided in this Circular is provided as of October 18, 2021.

The solicitation of proxies is made on behalf of the management of the Corporation. Such solicitation will be made primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of the Corporation, who will not be remunerated therefore. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and this Circular will be borne by the Corporation. The cost of the solicitation will be borne by the Corporation.

The board of directors of the Corporation (the “ Board ”) has fixed the close of business on October 7, 2021 as the record date, being the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting (the “ Record Date ”).

APPOINTMENT OF PROXYHOLDERS

The persons named in the enclosed form of proxy are directors or officers of the Corporation. A Shareholder has the right to appoint, as proxyholder or alternate proxyholder, a person, persons or a company (who need not be a Shareholder) to represent such Shareholder at the meeting, other than any of the persons designated in the enclosed form of proxy, and may do so either by inserting the name of his chosen nominee in the space provided for that purpose on the form and striking out the other names on the form, or by completing another proper form of proxy. A proxy must be executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized.

DEPOSIT OF PROXY

An appointment of a proxyholder or alternate proxyholders WILL NOT BE VALID FOR THE MEETING OR ANY ADJOURNMENT THEREOF UNLESS IT IS DEPOSITED WITH THE CORPORATION’S TRANSFER AGENT, TSX TRUST COMPANY, NOT LATER THAN 11:00 A.M. ON THE SECOND LAST BUSINESS DAY PRECEDING THE DAY OF THE MEETING (BEING NOVEMBER 15, 2021) OR ANY ADJOURNMENT THEREOF , or deposited with the Chairman of the Meeting or any adjournment thereof prior to the commencement thereof. A return envelope has been included with the material.

REVOCATION OF PROXIES

A Shareholder who has given a Proxy may revoke the Proxy:

(a) by depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing:
(i) with TSX Trust Company not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used;
(ii) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used;
(iii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof; or
(b) in any other manner provided by law.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

EXERCISE OF DISCRETION

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the instructions, if any, of the shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly by the proxy.

In the absence of such direction in respect of a particular matter, such shares will be voted in favour of such matter. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to the management of the Corporation should properly come before the Meeting, the shares represented by the proxies hereby solicited will be voted thereon in accordance with the best judgment of the person or persons voting such proxies.

All matters to be voted upon as set forth in the Notice of Meeting, except in respect of the special resolutions required to pass the change of the Corporation’s name, require approval by a simple majority of all votes cast at the Meeting. Special resolutions require the affirmative vote of not less than two-thirds of the votes cast by the Shareholders who vote in respect of that resolution in order to be passed.

NON-REGISTERED HOLDERS

Only registered holders of Common Shares or the persons they appoint as their proxies are permitted to vote at the Meeting. Many Shareholders are “non-registered” Shareholders (“ Non-Registered Shareholders because the shares they own are not registered in their names but are instead either (i) registered in the name of an intermediary (the “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc . ) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this

Circular and the enclosed form of proxy (collectively the “ Meeting Materials ”) to Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders of Common Shares.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a NonRegistered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the meeting materials to Non-Registered Shareholders. A Non-Registered Shareholder who has not waived the right to receive the Meeting Materials will either be given:

(a) a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company , in accordance with the directions of the Intermediary and which will constitute voting instructions which the Intermediary must follow; or
(b) a form of proxy which has already been signed by the Intermediary (typically a facsimile signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. This form of proxy does not require the Intermediary to sign when submitting the proxy. In this case, a Non-Registered Shareholder who wishes to submit a proxy should send it to TSX Trust Company, Attention: Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1 or fax it to 416 361-0470.

In either case, the purpose of these procedures is to permit the Non-Registered Shareholder to direct the voting of the shares of the Corporation the Non-Registered Shareholder beneficially owns. Should a NonRegistered Shareholder wish to attend and vote at the Meeting in person, (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert his or her name in the space provided for the purpose on the voting instructions form and return it in accordance with the directions of the Intermediary.

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered.

A Non-Registered Shareholder may revoke a form of proxy or voting instructions form given to an Intermediary by contacting the Intermediary through which the Non-Registered Shareholder’s Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

The Corporation is authorized to issue an unlimited number of Common Shares. As of October 18, 2021 the Corporation has issued and outstanding 2,000,000 fully paid and non-assessable Common Shares. All of the outstanding Common Shares are entitled to be voted at the Meeting and, unless otherwise stated herein, each resolution identified in the accompanying Notice of Meeting will be an ordinary resolution requiring for its approval a majority of the votes in respect of the resolution.

The Record Date for the Meeting is October 7, 2021. Each Shareholder is entitled to one vote for each Common Share shown as registered in such Shareholder’s name on the list of Shareholders prepared as of the close of business on October 7, 2021 with respect to all matters to be voted on at the Meeting. However, in the event of a transfer of Common Shares by any such Shareholder after such date, the transferee is entitled to vote those Common Shares if such transferee produces a certificate in his, her or its name or properly endorsed share certificates or otherwise establishes that such transferee owns the Common Shares, and requests, not later than ten days before the Meeting, that the Corporation’s transfer agent, TSX Trust Company, include the transferee’s name in the list of Shareholders entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Corporation, no person beneficially owns or exercises control over, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares except as follows:

Name	Number of Shares	Approximate Percentage of Total Issued
David Danziger Professional Corporation(1) Toronto, ON	200,000	10%
Roger Daher Toronto, ON	600,000	30%
Paul Pathak Professional Corporation(2) Toronto, ON	200,000	10%

Notes:

(1) David Danziger, a director of the Corporation, is the sole shareholder of David Danziger Professional Corporation. (2) Paul Pathak, a director of the Corporation, is the sole shareholder of Paul Pathak Professional Corporation.

EXECUTIVE COMPENSATION

Named Executive Officers

Pursuant to applicable securities regulations, the Corporation must disclose the compensation paid to its “ Named Executive Officers ”. This includes the Corporation’s Chief Executive Officer, the Corporation’s Chief Financial Officer (or an individual that served in a similar capacity) and the other three most highly compensated executive officers provided that disclosure is not required for those executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation did not exceed $150,000.

Compensation Discussion and Analysis

The Corporation, while a Capital Pool Company, is limited in terms of the manner in which its directors and executives can be compensated. As such, the Board, as a whole, was able to determine matters related to executive and director compensation.

Option-Based Awards

Stock option grants are made on the basis of the number of stock options currently held, position, overall individual performance, anticipated contribution to the Corporation’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Corporation in compensating, attracting, retaining and motivating the officers of the Corporation and to closely align the personal interests of such persons to the interests of the Shareholders.

The recipients of incentive stock options and the terms of the stock options granted are determined from time to time by the Board. The exercise price of the stock options granted is generally determined by the market price at the time of grant.

Summary compensation table

The following table sets forth the compensation earned by the Named Executive Officers for the period since incorporation:

Name and principal position	Salary ($)	Share- based awards ($)	Option- based awards(1) ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
				Annual incentive plans	Long- term incentive plans
Roger Daher, President, CEO, CFO and Corporate Secretary	Nil	Nil	37,084	N/A	N/A	N/A	Nil	37,084

Note:

(1) These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate of 0.80%, expected volatility of 100% and an expected life of five years.

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards

The following table sets forth the outstanding option-based awards granted to Named Executive Officers of the Corporation:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name and principal position	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market value of vested shares not paid out ($)
Roger Daher, President, CEO, CFO and Corporate Secretary	100,000	$0.50	June 3, 2026	37,084	Nil	Nil	Nil

Note:

Incentive Plan Awards—Value Vested or Earned During the Year

The following table sets forth the value vested during the year for Option-based awards:

Name and principal position	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value vested during the year ($)
Roger Daher, President, CEO, CFO and Corporate Secretary	37,084	N/A	N/A

Note:

Stock Option Plan

The Corporation currently maintains a stock option plan, which was approved by the Board on April 19, 2021 (the “ Stock Option Plan ”). The purpose of the Stock Option Plan is to encourage share ownership by directors, senior officers and employees, together with consultants, who are primarily responsible for the management and growth of the business of the Corporation. The number of Common Shares, the exercise price per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, are determined by the Board at the time of the grant, subject to the defined parameters of the Stock Option Plan and compliance with the policies of the TSX Venture Exchange (the “ Exchange ”).

Subject to regulatory approvals, the maximum number of Common Shares which may be reserved and set aside for issue under the Stock Option Plan after giving effect to the qualifying transaction described below and the exchange of stock options of Pluribus (as defined below) for stock options of the Corporation is equal to an unallocated pool of 10% of the issued and outstanding Common Shares, provided that the Board may, subject to shareholder and regulatory approvals, increase such number. For greater certainty, all outstanding options of Pluribus that have been granted shall be grandfathered in after which the 10% option pool shall be reserved and set aside.

The Stock Option Plan is administered by the Board, which has the authority thereunder to delegate its administration and operation to a special committee of directors appointed from time to time by the Board. Participation is limited to directors, officers, employees and consultants providing services to the Corporation. The number of Common Shares which can be reserved for issuance under the Stock Option Plan: (a) to any individual director or officer shall not exceed 5% of the issued and outstanding Common Shares; and (b) to all consultants shall not exceed 2% of the issued and outstanding Common Shares.

The exercise price of any option cannot be less than the Discounted Market Price of the Common Shares at the time the option is granted. “Discounted Market Price” is a defined term under the policies of the Exchange, but generally means a discount of 25% to the market price of the Common Shares, although this discount can be less depending on a higher trading price of the Common Shares. The exercise period cannot exceed ten years. Options will terminate on the date of expiration specified, ninety days after termination of employment, or one year after the death of the grantee.

The Stock Option Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of the Corporation’s shares. As of the date of the Circular, options to acquire up to 200,000 Common Shares of the Corporation have been granted and are outstanding pursuant to the Stock Option Plan.

DIRECTOR COMPENSATION

The Corporation believes grants of options align the directors’ incentives with Shareholders because these awards have value only if the market price of the Common Shares increases over time.

During the most recently completed financial year, the directors of the Corporation received no fees for attendance at meetings of the Board and committee participation. The directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors. Directors are also eligible to receive options to purchase Common Shares pursuant to the Stock Option Plan.

Summary Compensation Table

The following table describes all compensation provided to the directors of the Corporation for the most recently completed financial year.

Name	Fees earned ($)	Share- based awards ($)(1)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
Roger Daher	Nil	37,084	Nil	N/A	N/A	Nil	37,084
Paul Pathak	Nil	18,542	Nil	N/A	N/A	Nil	18,542
David Danziger	Nil	18,542	Nil	N/A	N/A	Nil	18,542

Note:

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The table below sets forth information as at June 30, 2021 with respect to the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding convertible security (a)	Weighted-average exercise price of outstanding convertible security (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	N/A	N/A	N/A
Equity compensation plans not approved by security holders	200,000	$0.50	Nil

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has no employment contracts with any Named Executive Officer and therefore has no plans or arrangements in respect of any compensation received or that may be received by a Named Executive Officer for the period ended June 30, 2021 in respect of compensating such director or officer in the event of termination (as a result of resignation, retirement or change of control) or in the event of change of responsibilities following a change of control.

PENSION PLAN BENEFITS

The Corporations does not have any pension plan benefits.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time, proposed nominee for election as a director of the Corporation, or associate or affiliate of any such person, executive officer or nominee, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors of the Corporation and as otherwise disclosed in the Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

At the Meeting, the unaudited financial statements of the Corporation for the period ended June 30, 2021, together with the notes thereto (the “ Financial Statements ”), will be presented. Shareholder approval of the Financial Statements is not required and no formal action will be taken at the Meeting to approve the Financial Statements. In accordance with applicable laws, the Financial Statements have been delivered to NonRegistered Shareholders who have requested copies of the Corporation’s annual financial statements and to registered Shareholders who have not informed the Corporation in writing that they do not wish to receive copies of annual financial statements of the Corporation. The Financial Statements are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com under the Corporation’s profile.

ELECTION OF DIRECTORS

The articles of the Corporation provide that the Board shall consist of a minimum of one and a maximum of ten directors, the number of which may be fixed from time to time by a resolution of the Board. The Corporation currently has three directors.

At the Meeting, the Shareholders are required to elect the directors of the Corporation to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. It is advisable (A) to elect Roger Daher, David Danziger and Paul Pathak (the “ Aumento Proposed Directors ”) as directors of the Corporation to serve from the close of the Meeting until the earlier of (i) the close of the next annual meeting of shareholders of the Corporation, and (ii) the time of completion of the Transaction (as defined below) with Pluribus Technologies Inc. (“ Pluribus ”) (any such time, the “ Completion Time ”); and (B) to elect Richard Adair, Elmer Kim, David Coombs, Jim Dunbar, Warner Sulz, Carolyn Currie and Alfred Apps (together, the “ Pluribus Proposed Directors ”) as directors of the Corporation to serve from the Completion Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

For more background on the Transaction, see “Share Consolidation – Background to the Share Consolidation – The Qualifying Transaction” below.

Election Resolution

The Shareholders are therefore asked to consider and, if deemed advisable, to adopt the following resolution:

“NOW THEREFORE BE AND IT IS RESOLVED:

THAT the election of Roger Daher, David Danziger and Paul Pathak (the “ Aumento Proposed Directors ”) as directors of the Corporation to hold office until the earlier of (i) the close of the next annual meeting of shareholders of the Corporation and (ii) the time of completion of the qualifying transaction of the

Corporation (the “ Qualifying Transaction ”) with Pluribus Technologies Inc. (any such time, the “ Completion Time ”) is hereby approved; and

THAT the election of Richard Adair, Elmer Kim, David Coombs, Jim Dunbar, Warner Sulz, Carolyn Currie and Alfred Apps as directors of the Corporation to serve from the Completion Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed, is hereby approved.”

Management of the Corporation and the Board recommend that Shareholders vote in favour of electing the Aumento Proposed Directors and the Pluribus Proposed Directors as directors of the Corporation. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the directors as set forth above.

An ordinary resolution needs to be adopted by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The following sets forth the name of each of the person proposed to be nominated for election as a director of the Corporation, either as part of the Aumento Proposed Directors or the Pluribus Proposed Directors, and each such nominee’s principal occupation, business or employment for the past five years, the period of time during which each has been a director of the Corporation, as applicable, the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at October 18, 2021:

Name and Residence	Principal Occupation For Last Five Years	Period during which served as a director	Shares Held or Beneficially Owned(1)
Roger Daher, Ontario, Canada	Owner and Pharmacist, Pharmasave	February 2021 – Present	600,000(2)
David Danziger, Ontario, Canada	Partner, MNP LLP	February 2021 – Present	200,000(3)
Paul Pathak, Ontario, Canada	Partner of Chitiz Pathak LLP (law firm)	February 2021 – Present	200,000(4)
Richard Adair	Chief Executive Officer of Pluribus, Vice Chairman, FutureVault; CEO of Symbility Health	N/A	N/A
Elmer Kim	CIO, Hyatt Family Office, President, Uclid Inc.	N/A	N/A
David Coombs	Residential Property Developer, Chairman of Assured Software Limited	N/A	N/A
Jim Dunbar	Chief Executive Officer, Crown Crest Capital	N/A	N/A
Warner Sulz	Retired, Vice President, RBC Global Asset Management	N/A	N/A
Carolyn Currie	Managing Director, Waterstone Human Capital, Executive Search Leaders, HumanLink Consulting Group	N/A	N/A
Alfred Apps	Senior Partner, Miller Thomson LLP	N/A	N/A

Notes:

(1) Information as to shares beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective proposed directors individually.

(2) Mr. Daher also holds options to acquire 100,000 Common Shares.

(3) Mr. Danziger holds these shares indirectly through David Danziger Professional Corporation, of which he is the sole shareholder. He also holds options entitling the holder to acquire 50,000 Common Shares.

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(4) Mr. Pathak holds these shares indirectly through Paul Pathak Professional Corporation, of which he is the sole shareholder. He also holds options entitling the holder to acquire 50,000 Common Shares.

Aumento Proposed Directors

Roger Daher

Roger Daher has been a licensed pharmacist for over 31 years and he is currently a practicing owner and partner in seven Ontario Pharmasave pharmacies. From 2010 to 2020, Mr. Daher served as a member of the Pharmasave Ontario Board of Directors, as well as a member of the audit committee (audit committee chair). Mr. Daher also serves as a Director on a number of other public companies, including Aumento Capital VIII Corp. (TSXV), Skyscape Capital Inc. (TSXV), Canaccord Genuity G Ventures Corp. (NEO), Cansortium Inc. (CSE) and Fountain Asset Corp. (TSXV). Mr. Daher obtained his Bachelor Science, Pharmacy, from the University of Toronto in 1989.

Paul Pathak

Mr. Pathak is and has served as a partner of Chitiz Pathak LLP since 1996, a Toronto law firm serving clients in the securities and investment industries, including issuers and dealers on a full range of securities transactions. Mr. Pathak practices principally in the areas of corporate, securities, mergers, acquisitions and commercial law. Mr. Pathak has acted for issuers in a broad range of securities transactions, including initial public offerings, reverse take-overs, establishment of Capital Pool Companies, going-private transactions and numerous financing structures. Mr. Pathak has served as a member of the board of directors of several private and public corporations listed on both Canadian and American stock exchanges. Mr. Pathak currently also serves as a director of Bragg Gaming Group Inc. (TSX; NASDAQ), Aumento Capital VIII Corp. (TSXV), Skyscape Capital Inc. (TSXV) and Canaccord Genuity G Ventures Corp. (NEO). Mr. Pathak was called to the Ontario Bar in 1994, having completed his LL.B. at Osgoode Hall Law School in 1992

David Danziger

Mr. Danziger is a chartered professional accountant and a partner at MNP LLP, Chartered Accountants, a full service audit and accounting firm. The focus of Mr. Danziger’s work at MNP LLP is public companies. Mr. Danziger is experienced in management consulting and business advisory services and has served and continues to serve on a number of public company boards including CPC’s. Mr. Danziger graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.

Pluribus Proposed Directors

Richard Adair

Mr. Adair co-founder and the Chief Executive Officer of Pluribus. Prior to Pluribus, Mr. Adair has held senior executive roles in over 25 technology companies in a range of verticals over the past 30 years. He has a unique combination of restructuring, M&A and strategic sales experience in successfully growing technology companies. From 2005 to 2015, Mr. Adair held various senior management roles in Symbility Solutions Inc., a software company formerly listed on the TSX Venture exchange prior to being acquired by CoreLogic, Inc. These roles included CFO and President/COO of the parent company, as well as Executive Vice President International of its insuretech division and CEO of its healthcare division. Mr. Adair is presently a director for Pioneering Technologies Inc., which is listed on the TSXV. Mr. Adair has an Honours Business Administration degree from the University of Western Ontario and is a member of the Canadian Institute of Chartered Business Valuators.

Elmer Kim

Mr. Kim is the Chief Investment Officer and Head of the Hyatt Bangia Family Office, a private family office established to manage the assets of the Hyatt and Bangia families. He is also a regular weekly panelist on CBC News Network’s nationally broadcasted Saturday Business Panel, since 2010. Previously, Mr. Kim was Vice President of Growth Equity at BDC Capital and was National Group head for investing in $1 million to

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$20 million per company sector, and a member of the Investment Committee for the Group. Prior to BDC, he was Managing Director at Roynat Equity Partners, a wholly owned subsidiary of the Bank of The Corporation Scotia/Scotiabank. Prior to this, Mr. Kim was co-founder and Managing Director of Whitecastle Private Equity Partners a Toronto-based middle market private equity fund. During his career, Mr. Kim has been an investor across a wide variety of sectors including media, industrial distribution, media and software, industrial services, software logistics, advertising, pharmacy retail, insurance services, software/hardware, factory automation, etc. Mr. Kim has a Bachelor of Commerce degree from the University of Toronto. He received his CPA, CA designations in 1988.

David Coombs

Mr. Coombs is a Principle at Starland Development Corp and has been a residential property, Golf Course developer for over 25 years. Mr. Coombs is also the former Chairman & CEO of Assured Software that was acquired by Pluribus in April 2019.

Jim Dunbar

Mr. Dunbar has 25 years of progressive business leadership and expertise in transformational growth, spearheading companies through start-up, expansion, acquisition and sale across various sectors including banking, real estate, technology, portfolio management and consumer finance. Most recently, Mr. Dunbar was the CEO of Crown Crest Capital and President of The Simply Group (2016 – 2019). Prior to Crown Crest, he was Co-Founder and CEO of Affirm Financial Services and Managing Partner at Canaccede Financial Group Ltd (2009 – 2015). Mr. Dunbar held leadership positions at Brookfield Asset Management (2001-2009) including President and CEO of HomeServe Technologies Inc., COO Home-Link Canada, CMO Marketing Royal LePage Canada Ltd., VP Financial Services, Brascan Financial Corp (now Brookfield RPS). Prior to Brookfield, Jim was AVP Consumer Credit Scotiabank and Director, Credit Risk Management and Product Management at Avco Financial Services (aka. Citi Financial). Mr. Dunbar holds a bachelor’s degree in Economics from Western University, Honours Business Administration degree from the University of Windsor and an MBA from Niagara University Graduate School.

Warner Sulz

In addition to his director’s role at Pluribus, Warner is currently an advisor to and investor in privately-held companies in the construction technology and refined oil distribution industries. Prior to these endeavours, Warner had a 25-year career in asset management, most recently as Vice President and Portfolio Manager at RBC Global Asset Management. He was responsible for managing over $3 Billion across a number of diversified Canadian and North American equity mutual funds. Funds included RBC North American Growth Fund, PH&N Canadian Dividend Income Fund, and the PH&N Canadian Growth Fund. Before that role, Warner served as Co-Manager of the RBC Canadian Equity and RBC Balanced Growth Funds, as well as a member of the firm’s Investment Policy Committee. Prior to assuming these equity portfolio management roles, he was responsible for the firm’s Equity and Derivatives trading desks. Prior to his tenure at RBC Global Asset Management, Warner worked for a number of years in capital markets at Dominion Securities. He graduated from York University in Toronto with a Bachelors of Business Administration.

Carolyn Currie

Ms. Currie is Managing Director for Waterstone’s executive search practice. Prior to this leadership role, she held the position of Waterstone’s Director of research. Earlier in her career, Ms. Currie led the Canadian operations of global recruitment firms and has been a Partner in executive search and advised her clients in helping them achieve their broader human capital goals. Ms. Currie was previously Country Leader and Partner for the Canadian division of the global human capital firm, Korn Ferry International where she was responsible for the strategic direction, development, and growth of the business. Ms. Currie holds an Honours Bachelor of Arts Degree from Western University.

Alfred Apps

Mr. Apps is a senior partner at Miller Thomson LLP. Mr. Apps is the co-head of the firm’s structured finance and securitization practice and is recognized as a leading counsel in restructuring, M&A, private equity fund formation and investment, structured finance and infrastructure finance. In addition to over 25 years in the practice of corporate law, Mr. Apps has led companies and raised capital in Canada, the U.S., and Europe. He has also served as Chair and/or Director of a number of public and private companies and was one of the

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founders of the Insolvency Institute of Canada. Mr. Apps graduated with an honours bachelor of arts degree from Western University, Jurius Doctor from University of Toronto and was omitted to the Ontario Bar in 1987.

Cease Trade Orders and Bankruptcies

Other than as set out below, to the knowledge of the Corporation, no proposed director of the Corporation (i) is, or has been within the last ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity, (a) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation (collectively, an “ Order ”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (ii) is, or has been within the last ten years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (iii) has, within the last ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

On April 16, 2014, the OSC issued a management cease trade order against Carpathian Gold Inc. (“ Carpathian ”) in connection with Carpathian’s failure to file its annual financial statements and related management’s discussion and analysis. The management cease trade order was lifted on June 19, 2014, following the filing of the required continuous disclosure documents. During the period of the management cease trade order, David Danziger was a director of Carpathian.

Mr. Danziger was appointed director of American Apparel, Inc. (“ American Apparel ”), a company listed on the NYSE MKT exchange, on July 11, 2011 and resigned as director on June 14, 2015. Subsequently, on October 5, 2015, American Apparel announced that it had reached an agreement with its lenders to significantly reduce its debt and interest payments through a consensual pre-arranged reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. On October 6, 2015, NYSE Regulation, Inc. suspended trading and commenced proceedings to delist American Apparel’s common stock from NYSE MKT. The Chapter 11 reorganization was approved by the Court in January 2016.

Paul Pathak was formerly a director of Wayland Group Inc. (“ Wayland ”), a reporting issuer previously listed on the Canadian Securities Exchange. In April 2019, the Ontario Securities Commission issued a failure-tofile cease trade order against Wayland as a result of Wayland’s failure to file its audited financial statements for the year ended December 31, 2018. Subsequently, in December 2019, Wayland was granted an order from the Ontario Superior Court of Justice (commercial list) under the Companies’ Creditors Arrangement Act .

Penalties or Sanctions

No proposed director of the Corporation has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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APPROVAL OF STOCK OPTION PLAN

The Corporation currently has in place the Stock Option Plan which provides that the Board may from time to time, in its discretion and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of the Corporation options to purchase Common Shares, provided that the number of Common Shares reserved for issuance under the Stock Option Plan will not exceed 10% of the Corporation’s issued and outstanding Common Shares at the date of being granted except as permitted by applicable regulatory approval..

Pursuant to the policies of the Exchange, Shareholders will be asked at the Meeting to vote on a resolution to ratify the Stock Option Plan. Please see above under the heading “Executive Compensation- Stock Option Plan” for a summary of the terms of the Option Plan, which is qualified in its entirety by the provisions of Stock Option Plan attached as Schedule “A” hereto.

The Shareholders are therefore asked to consider and, if deemed advisable, to adopt the following resolution to ratify the Stock Option Plan for the ensuing year (the “ Stock Option Plan Resolution ”):

“NOW THEREFORE BE AND IT IS RESOLVED:

THAT the Corporation’s Stock Option Plan (the “ Stock Option Plan ”) be and is hereby ratified and approved;

THAT, notwithstanding the adoption of this resolution, the directors of the Corporation be and are hereby authorized and empowered to revoke this resolution at any time and terminate the Stock Option Plan without further approval of the Shareholders; and

THAT any director or officer of the Corporation be and he is hereby authorized, for and on behalf of the Corporation, to execute or cause to be executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer be necessary or desirable to give effect to this resolution.”

Management of the Corporation recommends that Shareholders vote in favor of the Stock Option Plan Resolution. Unless a Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Stock Option Plan Resolution, the persons named in the enclosed form of proxy will vote FOR the Stock Option Plan Resolution.

The Stock Option Plan Resolution needs to be adopted by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

APPOINTMENT AND REMUNERATION OF AUDITORS

Shareholders are requested by management to approve a resolution to appoint Davidson & Company LLP, Chartered Professional Accountants (“ Davidson ”) as auditors of the Corporation until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration. Davidson was first appointed as auditors of the Corporation on March 3.

Management of the Corporation recommends that Shareholders vote in favor of appointing Davidson as auditors of the Corporation and to authorize the directors to fix their remuneration. Unless a Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be withheld from voting for Davidson, the persons named in the enclosed form of proxy will vote FOR the appointment of Davidson and the authorization for the directors to fix their remuneration.

The appointment of Davidson needs to be approved by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

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SHARE CONSOLIDATION

Background to the Share Consolidation – The Qualifying Transaction

On July 26, 2021, the Corporation announced that it had entered into a letter of intent (the “ Letter of Intent ”) with Pluribus whereby the Corporation will acquire all of the issued and outstanding securities of Pluribus, with such acquisition constituting a reverse take-over of the Corporation and the Corporation’s Qualifying Transaction (as such term is defined in the policies of the Exchange).

Pursuant to the Letter of Intent, the Corporation and a wholly owned subsidiary of the Corporation (“ Subco ”) propose to enter into an amalgamation agreement (the “ Amalgamation Agreement ”) with Pluribus, a private company incorporated and existing under the Canada Business Corporations Act (the “ CBCA ”). Under the terms of the Amalgamation Agreement, Subco will merge with and into Pluribus, with Pluribus surviving as a wholly-owned subsidiary of Corporation, by way of a three cornered amalgamation under the CBCA (“the Transaction ”). As a result of the Transaction, Pluribus will be a wholly-owned subsidiary of the Corporation (the “ Resulting Issuer ”).

Pluribus is dedicated to acquiring and enhancing small business to business, or “B2B” software companies from owners and investors that are seeking a succession plan. The company was founded in 2018 to address the growing opportunity presented by owners of software companies who would need to transition their businesses in the next 10 years. Pluribus sees a gap in the market for acquiring smaller companies which seem too risky for most strategic acquirers and private equity funds to invest in. Pluribus can provide liquidity to this segment and leverage the deep operational experience of their management team to grow these businesses and create significant value.

Pursuant to the terms of the Amalgamation Agreement, completion of the Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Transaction, completion or waiver of sponsorship in accordance with Exchange policies, requisite shareholder approvals including the approval of the holders of common shares of Pluribus for the Transaction, the approval of the Shareholders of the various matters to be considered at the Meeting, approvals of all regulatory bodies having jurisdiction in connection with the Transaction and the approval of the Exchange, including the satisfaction of its initial listing requirements.

The Corporation currently has 2,000,000 Common Shares, stock options to acquire up to 200,000 Common Shares and an agent’s option to acquire up to 100,000 Common Shares issued and outstanding.

There is no assurance that the Transaction will be completed as contemplated by the Amalgamation Agreement or at all.

In order to effect the Transaction on the terms set out in the Letter of Intent, the Shareholders will be asked to approve a special resolution approving a consolidation of the outstanding Common Shares of the Corporation.

The proposed Transaction is described in the press release of the Company dated July 26, 2021, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com. The proposed Transaction is subject to regulatory approval, including the approval of the TSXV, and certain closing conditions in favour of the parties as described herein. The proposed Transaction will also be described in greater detail in a filing statement of the Company (the “ Filing Statement ”) to be filed under the Company’s profile on SEDAR at www.sedar.com in advance of closing of the proposed Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE PROPOSED TRANSACTION . However, the proposed Transaction is very important to the Company, and Shareholder approval for the Consolidation, Name Change and Advance Notice By-law which are to be considered at the Meeting is necessary in order to complete the proposed Transaction. Full details regarding the Resulting Issuer and the proposed Transaction will be disclosed by the Company in the Filing Statement to be prepared and filed

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under the CPC Policy. The Filing Statement will be posted under the Company’s profile on SEDAR at www.sedar.com at least seven (7) days prior to completion of the proposed Transaction. Management of the Company will endeavour to post the Filing Statement on SEDAR as quickly as possible, but the posting thereof may not occur until on or about the date of the Meeting or thereafter. Shareholders are urged to review the press release issued by the Company on July 26, 2021 and the Filing Statement of the Company, if, as and when it is filed on SEDAR as it contains important disclosure regarding the proposed Transaction and the Resulting Issuer.

Description of the Consolidation Resolution

At the Meeting, the Shareholders will be asked to consider, and, if thought advisable, to approve a special resolution (the “ Consolidation Resolution ”) authorizing the Board to amend the Articles of the Corporation to consolidate the Corporation’s Common Shares into a lesser number of Common Shares on the basis of a consolidation ratio to be selected by the Board at a later date within a range of between two (2) preconsolidation Common Shares for one (1) post-consolidation Common Share and forty five (45) preconsolidation Common Shares for one (1) post-consolidation Common Share (the “ Consolidation ”), and presently anticipated to be five and one fifth (5.2) pre-consolidation Common Shares for one (1) postconsolidation Common Share. The timing of the Consolidation will be determined by the Board.

All outstanding Common Shares, options and any other securities granting rights to acquire Common Shares of the Corporation will be affected by the Consolidation in accordance with the adjustment provisions contained in the instruments giving rise to the issuance of such securities.

No fractional Common Shares will be issued pursuant to the Consolidation and no cash will be paid in lieu of fractional post-Consolidation Common Shares. In the case of fractional Common Shares resulting from the Consolidation, fractions of a Common Share shall be rounded up to the nearest whole Common Share.

The Board would like the consent of the Shareholders to not proceed with the Consolidation in the event that the special resolution is passed by the Shareholders at the Meeting and the Board subsequently concludes that it would not be in the best interests of the Corporation to proceed with the Consolidation. In the event the Board does proceed, the Board will set a record date for the Consolidation and announce details of the consolidation process by way of press release.

The Consolidation is a condition to the completion of the Transaction. If the Consolidation is not approved at the Meeting, the Corporation will not be able to proceed with the Transaction. The Board believes that the Consolidation is in the best interests of the Corporation and therefore unanimously recommends that Shareholders vote in favour of the special resolution approving the Consolidation.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, the Consolidation Resolution. To be effective, the Consolidation Resolution must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

Approval of the Consolidation is a condition to the completion of the Transaction. Failure to approve the Consolidation Resolution could impede or prevent the completion of the Transaction. Shareholders are urged to vote in favour of this special resolution.

The text of the Consolidation Resolution is as follows:

“NOW THEREFORE BE AND IT IS RESOLVED:

THAT the Corporation’s common shares (the “ Common Shares ”) be consolidated on the basis of a consolidation ratio within a range of between two (2) pre-consolidation Common Shares for one (1) postconsolidation Common Share and forty five (45) pre-consolidation Common Shares for one (1) postconsolidation Common Share, with the timing and exact ratio to be determined by the Board at a later date

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(the “ Consolidation ”). Such determination will be subject to completion of the Consolidation within twelve (12) months of the date of this special resolution;

THAT fractions of a Common Share shall be rounded up to the nearest whole Common Share and Shareholders shall not receive fractional shares as a result of the Consolidation, and any fraction of a Common Share held by each Shareholder at the time of the Consolidation shall be rounded up to a whole share;

THAT the Board of Directors may, at its sole discretion, decide to not act on this special resolution without further approval or authorization from the Shareholders; and

THAT any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this special resolution.”

The requisite regulatory approvals for the Consolidation, including the approvals of the Exchange, if required (or any other stock exchange on which the Common Shares will be listed), may not be sought by the Corporation until after the Board decides to implement the Consolidation. There can be no assurance that the applicable regulatory approvals for the Consolidation will be obtained. The Consolidation Resolution authorizes the Board not to proceed with the Consolidation, without further approval of the Shareholders, before it is acted upon.

Management of the Corporation and the Board recommend that Shareholders vote in favor of the Share Consolidation Resolution. Unless the Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Share Consolidation Resolution, the persons named in the enclosed form of proxy will vote FOR the Share Consolidation Resolution.

The Share Consolidation Resolution must be approved by not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting .

APPROVAL OF NAME CHANGE

At the Meeting, Shareholders will be asked to consider and, if deemed advisable approve, with or without variation, a special resolution (the “ Name Change Resolution ”) authorizing the change of the Corporation’s name to “Pluribus Technologies Inc.” or such other name as the directors may determine in their discretion and acceptable to the Exchange (the “ Name Change ”), at a time to be determined by the Board. The purpose is to have a corporate name that better reflects the Corporation’s strategy to focus on the existing business of Pluribus following the completion of the Transaction.

Name Change Resolution

At the Meeting, Shareholders will be asked to consider and approve a special resolution, in substantially the following form, in order to approve the Name Change:

“ NOW THEREFORE BE AND IT IS RESOLVED:

THAT the change of the Corporation’s name to “Pluribus Technologies Inc.” or such other name as the directors may determine in their discretion and acceptable to the TSX Venture Exchange is hereby authorized and approved (the “ Name Change ”);

THAT the directors of the Corporation, in their sole and complete discretion, are authorized and empowered to act upon this special resolution to effect the Name Change;

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THAT any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution; and

THAT notwithstanding that this resolution has been duly passed (and the Name Change approved) by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation to revoke this resolution at any time and to not proceed with the change of the Corporation’s name.”

Management of the Corporation and the Board recommend that Shareholders vote in favor of the Name Change Resolution. Unless the Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Name Change Resolution, the persons named in the enclosed form of proxy will vote FOR the Name Change Resolution.

The Name Change Resolution must be approved by not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting .

The Name Change Resolution also grants to the Board the discretion not to proceed with the Name Change. The Corporation will not be proceeding with the Name Change if the various other conditions as outlined in the Amalgamation Agreement aren’t met.

APPROVAL OF ADVANCE NOTICE BY-LAW

The Corporation wishes to confirm the Advance Notice By-law of the Corporation (the “ Advance Notice Bylaw ”), a copy of which is attached as Schedule “C” to this Information Circular. The Advance Notice Bylaw is being presented for confirmation by shareholders of the Corporation to provide for advance notice of nominations of directors in circumstances where nominations for election to the Board are made by shareholders other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”), or (b) a shareholder proposal made pursuant to the provisions of the OBCA.

The purpose of the Advance Notice By-law is to provide shareholders, directors and management of the Corporation with direction on the procedure for shareholder nomination of directors. The Advance Notice By-law is the framework by which the Corporation now fixes a deadline by which holders of record of Common Shares must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in a proper written form.

Effect of the Advance Notice By-law

Subject only to the OBCA and the Corporation’s by-laws, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: (a) by or at the direction of the Board, including pursuant to a notice of meeting; (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the OBCA, or a requisition of the shareholders made in accordance with the provisions of the OBCA; or (c) by any person (a “ Nominating Shareholder ”): (A) who, at the close of business on the date of the giving of the notice provided for in the Advance Notice By-law and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth in the Advance Notice By-law.

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In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Corporation at the principal executive offices of the Corporation. To be timely, a Nominating Shareholder’s notice to the secretary of the Corporation must be made: (a) in the case of an annual meeting of shareholders, not less than 30 prior to the date of the annual meeting of shareholders; provided, however, (i) that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “ Notice Date ”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (ii) the Corporation uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer ) to send proxy-related materials to shareholders in connection with an annual meeting, notice must be received not less than 40 days before the date of the annual meeting; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Corporation must set forth: (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (i) the name, age, business address and residential address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (iv) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the proposed nominee, or any affiliates or associates of, or any person acting jointly or in concert with the Nominating Shareholder or the proposed nominee, in connection with the proposed nominee's nomination and election as a director; whether the Proposed nominee is a party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Corporation and the interests of the Proposed Nominee; (v) a duly completed personal information form in respect of the proposed nominee in the form prescribed from time to time by the principal stock exchange on which the securities of the Corporation are then listed for trading; and (vii) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the OBCA and Applicable Securities Laws (as defined below); and (b) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the OBCA and Applicable Securities Laws. The Corporation may require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of the Advance Notice By-law; provided, however, that nothing in the Advance Notice Bylaw shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the OBCA. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. For purposes of the

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Advance Notice By-law: (a) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (b) “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada. Notwithstanding any other provision of the Advance Notice By-law, notice given to the secretary of the Corporation pursuant to the Advance Notice By-law may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. Notwithstanding any other provision of the Advance Notice By-law, the Board may, in its sole discretion, waive any requirement of the Advance Notice By-law.

Shareholder Confirmation

Under the OBCA, the directors may by resolution alter the Corporation’s by-laws, subject to the requirement for shareholder confirmation by ordinary resolution thereof at the next meeting of shareholders. Accordingly, shareholders will be asked at the Meeting to vote on an ordinary resolution, as set out below, to ratify, confirm and approve the Advance Notice By-law. Shareholders will be asked at the Meeting to consider, and, if deemed advisable, to adopt the following resolution to ratify, confirm and approve the Advance Notice By-law:

“NOW THEREFORE BE AND IT IS RESOLVED:

THAT the Advance Notice By-law, substantially in the form attached as Schedule “C” to the information circular of the Corporation, is hereby ratified, confirmed and approved as a by-law of the Corporation; and

THAT any one director or officer of the Corporation, is hereby authorized, for and on behalf of the Corporation, to execute and deliver all such documents and instruments and to do all other things as in the opinion of such director or officer may be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument, and the taking of any such action.”

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE FOREGOING RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER COMMON SHARES ARE TO BE AGAINST THE APPROVAL OF THE ADVANCE NOTICE BY-LAW.

The resolution must be passed, with or without amendment, by not less than a majority of votes cast by Shareholders who vote in person or by proxy in respect of the resolution at the Meeting. The Board has concluded that the Advance Notice By-law is in the best interests of the Corporation and Shareholders. Accordingly, the Board unanimously recommends that the Shareholders ratify, confirm and approve the Advance Notice By-law by voting FOR the foregoing resolution.

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CORPORATE GOVERNANCE PRACTICES

The Board has reviewed the Corporation’s current corporate governance practices with reference to the applicable provisions of National Instrument 58-101 and has compiled the following analysis:

CORPORATE GOVERNANCE GUIDELINE	THE CORPORATION’S PRACTICE
1. Board of Directors
(a) Disclose the identity of directors who are independent.	David Danziger
(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.	Roger Daher is not considered independent by reason of his position as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Corporation. Paul Pathak is not considered independent as he is a partner at a law firm that has provided legal services to the Corporation.
2. Directorships
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Roger Daher is a director of the following public companies: • Consortium Inc. (CSE) • Skyscape Capital Inc. (TSXV) • Fountain Asset Corp. (TSXV) • Aumento Capital VIII Corp. (TSXV • Canaccord Genuity G Ventures Corp. (NEO), Paul Pathak is a director of the following public companies: • Bragg Gaming Group Inc. (TSX) • Skyscape Capital Inc. (TSXV) • Aumento Capital VIII Corp. (TSXV) • Canaccord Genuity G Ventures Corp. (NEO) David Danziger is a director of the following public companies: • Eurosun Mining (TSXV) • Eurotin Inc. (TSXV) • Aumento Capital VIII Corp. (TSXV)
3. Orientation and Continuing Education
Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.	Orientation includes regular Board meetings and monthly updates between the meetings. Because of the Corporation’s early stage of development and status as a Capital Pool Company, it does not currently provide continuing education to Board members and instead provides regular updates and information concerning the Corporation’s business and strategy.
4. Ethical Business Conduct
Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.	The Corporation’s developmental stage allows the Board to effectively monitor the ethical conduct of the Corporation and ensure that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and the Exchange.
5. Nomination of Directors
Disclose what steps, if any, are taken to identify new candidates for board nomination, including:
(a) who identifies new candidates, and (b) the process of identifying new candidates.	The Board’s size and cohesion allow it to effectively perform the duties and functions of a Nominating Committee. Given the Corporation’s present stage of development and its status as a Capital Pool Company, the proposed Board composition has been determined to be appropriate. A nomination committee will be created at the appropriate time.
6. Compensation
Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:

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CORPORATE GOVERNANCE GUIDELINE	THE CORPORATION’S PRACTICE
(a) who determines the compensation; and (b) the process of determining compensation.	The Corporation, while a Capital Pool Company, is limited in terms of the manner in which its directors and executives can be compensated. As such, the Board, as a whole, was able to determine matters related to executive and director compensation.
7. Other Board Committees
If the board has standing committees other than the audit, compensation and nominating committees, describe their function.	The Board does not presently have any standing committees other than the Audit Committee.
8. Assessments
Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees and its individual directors are performing effectively.	The Board has not adopted formal procedures for assessing its own effectiveness, or that of the Audit Committee. However, the Corporation believes that its corporate governance practices are appropriate and effective given the Corporation’s developmental stage and status as a Capital Pool Company. The Corporation’s method of corporate governance allows for the Corporation to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

AUDIT COMMITTEE

The Corporation is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers or employees of the Corporation or of an affiliate of the Corporation. The audit committee of the Corporation is composed of David Danziger (Chair), Paul Pathak and Roger Daher. Mr. Daher is not considered independent due to his position as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Corporation. Paul Pathak is not considered independent as he is a partner at a law firm that has provided legal services to the Corporation.

Independence

National Instrument 52-110 Audit Committees, (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the issuer, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. Each member of the Audit Committee is independent, with the exception of Roger Daher who currently serves as President, Chief Executive Officer and Chief Financial Officer of the Corporation and Paul Pathak, who currently serves as legal counsel to the Corporation.

Audit Committee Charter

The audit committee has adopted a charter, substantially in the form attached hereto as Schedule “B” to this Circular.

Financial Literacy

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

All existing and proposed members of the Audit Committee are financially literate as such term is defined in NI 52-110.

Relevant Education and Experience

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David Danziger – Mr. Danziger’s financial literacy comes from his experience a as chartered professional accountant and a partner at MNP LLP, Chartered Accountants, a full service audit and accounting firm. Mr. Danziger is also experienced in management consulting and business advisory services and has served and continues to serve on a number of public company boards including CPC’s. Mr. Danziger graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.

Paul Pathak – Mr. Pathak’s financial literacy comes from his exposure to financial statements and accounting issues through his many years of experience as a corporate securities lawyer at Chitiz Pathak LLP. He has sat on the boards of and acted as a corporate secretary to several private and public companies listed on both Canadian and American stock exchanges. Mr. Pathak obtained an LL.B. from Osgoode Hall Law School.

Roger Daher - Mr. Daher has obtained financial literacy though his experience in business. He has been the owner of several private businesses. Mr. Daher has public company experience through his current role as director of Aumento Capital VIII Corp., Skyscape Capital Inc. and Fountain Asset Corp., Consortium Inc. (CSE), Canaccord Genuity G Ventures Corp. (NEO), each of which are publicly traded companies. Mr. Daher obtained his Bachelor of Science, Pharmacy, from the University of Toronto in 1989.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the audit committee of the Corporation has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on:

(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or

(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following table sets forth the fees paid by the Corporation to Grant Thornton LLP, for services rendered during the period ended June 30, 2021.

Audit fees Audit-related fees Tax fees All other fees Total	2021 10,000 Nil Nil $10,000
	$10,000

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, any nominee for election as a director or any Shareholder holding more than 10% of the voting rights attached to the common shares of the Corporation, or any associate or affiliate of any of the foregoing in any transaction in the preceding financing year or any proposed or ongoing transaction of the Corporation which has or would materially affect the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. The Corporation’s annual management discussion and analysis and a copy of this Circular is available to anyone, upon request, from the Corporation at 77 King Street West, TD North Tower, Suite 700, Toronto, Ontario, M5H 4A6. All financial information in respect of the Corporation is provided in the comparative financial statements and management discussion and analysis for its recently completed financial year.

APPROVAL OF BOARD OF DIRECTORS

This Circular and the mailing of same to Shareholders have been approved by the Board.

DATED the 18[th] day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Roger Daher ”

Roger Daher Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

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SCHEDULE “A”

STOCK OPTION PLAN

SCHEDULE “A”

STOCK OPTION PLAN

STOCK OPTION PLAN

AUMENTO CAPITAL IX CORP.

1. Purpose

The purpose of this stock option plan (the “ Plan ”) is to add incentive and to provide consideration for effective services of bona fide Officers, Directors, Employees, Management Company Employees and Consultants of Aumento Capital IX Corp. (the “ Corporation ”). Stock options granted under the Plan are not in lieu of salary or any other compensation for services. In the event of the continuance of the Corporation, the Plan will bind the Corporation’s successor.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation (the “ Directors ”).

3. Definitions

In this Plan, capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Corporate Finance Manual of the TSX Venture Exchange (the “ Exchange ”), and in particular, in policies 1.1, 2.4 and 4.4 of such Corporate Finance Manual.

4. Granting Options

The Directors may from time to time designate bona fide Officers, Directors, Employees, Management Company Employees and Consultants (collectively, “ Optionees ”) of the Corporation (or in each case their wholly owned personal holding companies), to whom options to purchase shares of the Corporation may be granted, and the number of shares to be optioned to each, provided that the total number of shares to be optioned shall not exceed the number provided in paragraph 5 hereof and that the total number of shares to be optioned to (i) any one Optionee in any 12 month period shall not exceed 5 per cent of the issued and outstanding shares of the Corporation; (ii) any one Consultant in any 12 month period shall not exceed 2 per cent of the issued and outstanding shares of the Corporation; and (iii) all Employees in the aggregate conducting Investor Relations Activities in any 12 month period shall not exceed 2 per cent of the issued and outstanding shares of the Corporation, in each case subject to adjustment of such number pursuant to the provisions of paragraph 8 hereof. Notwithstanding the foregoing, in no case may options to purchase shares be granted to any person providing Investor Relations Activities, promotional or market-making services prior to completion of the Corporation’s Qualifying Transaction. All options granted shall be subject to the terms of this Plan and a copy of the Plan shall be given, upon request, to each Optionee.

5. Shares Subject to Plan

Options may be granted on a number of authorized but unissued common shares without nominal or par value in the share capital of the Corporation upon completion of its initial public offering (the “ IPO ”), but not exceeding in the aggregate 10% of the common shares of the Corporation issued and outstanding upon the completion of the IPO until the Corporation’s Qualifying Transaction is consummated, subject to adjustment of such number pursuant to paragraph 8 hereof. Upon completion of the Corporation’s IPO, the aggregate number of shares that may issuable pursuant to options granted under the Plan will not exceed 10% of the number of issued shares of the Corporation at the time of the granting of the options under the Plan. Shares in respect of which options have not been exercised and are no longer subject to being purchased pursuant to the terms of any options shall be available for further options under the Plan. Upon the granting of options

hereunder, the Corporation shall execute in favour of the grantee, a stock option agreement (the “Stock Option Agreement(s) ”) setting forth the particulars of the option grant.

The options granted under the Plan shall not result at any time in: (i) the number of shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding shares;(ii) the grant to Insiders within a 12 month period, of a number of options exceeding 10% of the outstanding shares; or (iii) the grant to any one (1) Optionee within a 12 month period, of a number of options exceeding 5% of the issued and outstanding shares.

6. Option Price

The option price on shares that are the subject of any option shall be fixed by the Directors when such option is granted, provided that such price shall not be less than the Discounted Market Price of the shares of the Corporation, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the Exchange rules and policies. Notwithstanding the foregoing, prior to completion of the Corporation’s Qualifying Transaction the option price on shares shall not be less than the greater of the IPO Share price and the Discounted Market Price.

In the event that the Corporation proposes to reduce the Exercise Price of the Options granted to an Optionee who is an Insider of the Corporation at the time of the proposed amendment, said amendment shall not be effected until disinterested shareholder approval has been obtained in respect of said exercise price reduction.

Notwithstanding the foregoing, if the Optionee’s position with the Corporation is terminated for cause, or if the Optionee violates the terms of their Stock Option Agreement(s) or any agreement he/she may have with the Corporation, all options granted to the Optionee pursuant to the Plan shall become null and void immediately without penalty to the Corporation.

7. Terms Restricting Exercise of Options

a. The period during which any option may be exercised shall be determined by the Directors when the option is granted, provided that the term shall be no more than ten (10) years from the date of the granting of the option and all options shall be subject to earlier termination as provided in subparagraph (b) hereof;
b. upon the death of the Optionee, the Option shall terminate on the date determined by the Directors, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death (the “ Termination Date ”);
c. if the Optionee ceases to be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation, the Option shall terminate (the “ Termination Date ”) on the earlier of the expiry date of the Option and the expiry of a period not in excess of 90 days prescribed by the Directors at the time of the grant, following the date that the Optionee ceases to be a Director, Officer or Employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be;
d. notwithstanding sub-paragraph 7(c) above, if the Optionee does not continue to be a Director, Officer, technical consultant or Employee of the Resulting Issuer, the Option shall terminate on the date which is the later of 12 months after the Completion of the Qualifying Transaction and 90 days after the Optionee ceases to be a Director, Officer, technical consultant or Employee of the Resulting Issuer (the “ Termination Date ”);
e. if the Optionee ceases to be employed to provide Investor Relations Activities on behalf of the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period (the “ Termination Date ”) not in excess of 30 days prescribed by the Directors at the time of the grant, following the date that the Optionee ceases to be employed to provide Investor

Relations Activities; and

f. except as provided in subparagraph (b) hereof, the option shall not be transferable nor assignable by the Optionee otherwise than by Will or the law of intestacy and the said option may be exercised, during his or her lifetime, only by the Optionee;

provided that the number of shares of the Corporation that the Optionee (or his or her heirs or successors) shall be entitled to purchase until the applicable Termination Date shall be the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an Officer, Director or Employee of, or ceased providing ongoing management or consulting services to, the Corporation, as the case may be.

Notwithstanding the foregoing, no options granted under the Plan shall be exercisable before completion of the Corporation’s Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin.

8. Regulatory Restrictions

The exercise by the Optionee of his rights hereunder and the consequent obligation of the Corporation to issue and deliver its shares pursuant to such exercise is subject to the approval of the Plan by: (a) the stock exchange(s) on which the Corporation’s shares are listed; (b) the Directors; and (c) the shareholders of the Corporation.

9. Share Capital Re-adjustments

Appropriate adjustments in the number of shares optioned, in the aggregate number of shares reserved for issue pursuant to options and in the option price per share, as regards options granted or to be granted, will be made by the Directors to give effect to adjustments in the number of shares of the Corporation resulting subsequent to the approval of the Plan as provided in paragraph 8 hereof from subdivisions, consolidations, reclassification of the shares of the Corporation, the payment of stock dividends and any merger, amalgamation or reorganization to which the Corporation is a party. Without limiting the generality of the foregoing, the Corporation will make adjustments to any options granted hereunder as follows:

a. If a dividend in shares of the Corporation is paid on the common shares of the Corporation, there shall be added to the common shares subject to any option the number of shares which would have been issuable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be reduced proportionately.
b. If the common shares of the Corporation shall be subdivided into a greater number of shares or consolidated into a lesser number of shares or changed into the same or a different number of shares with par value, the number of shares which may thereafter be acquired under any option shall be the number of shares which would have been received by the Optionee on such subdivision, consolidation, or change had the Optionee then been the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be decreased or increased proportionately.
c. If there is any capital reorganization or reclassification of the share capital of the Corporation, or any consolidation or merger or amalgamation of the Corporation with any other corporation or corporations, adequate provisions shall be made by the Corporation so that there shall be substituted under any option the shares or securities which would have been issuable or payable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option.
d. If the Corporation at any time during the term of any option offers for sale to holders of its share capital common shares of its share capital or of other classes of shares or of other securities of the Corporation or in connection with any transaction shall acquire or shall cause to be issued rights to acquire shares or other securities of another corporation to or for the benefit of holders of share capital of the Corporation, the Corporation will give notice to the Optionee of rights which are thus to be acquired or issued to or for the benefit of the holders of record of shares of the Corporation in sufficient time to permit the Optionee to exercise the option to the fullest extent possible, if the Optionee should wish to do so, and to permit the Optionee to participate in such rights as a holder of record of share capital of the Corporation.
e. Any shares or securities added to or substituted for the shares under any option shall be subject to adjustment in the same manner and to the same extent as the common shares originally covered by such option.
f. No fractional shares shall be issued upon the exercise of any option. If, as a result of any adjustment under this paragraph, the Optionee would become entitled to a fractional share, he shall have the right to acquire only the adjusted number of full shares and no payment or other adjustment will be made with respect to the fractional shares so disregarded.

10. Exercise

a. Subject to the provisions of the Plan, an option may be exercised in whole or in part by the payment to the Corporation in cash or certified cheque of the full purchase price at the option price per share stipulated in paragraph 5 herein, subject to any adjustment thereto in accordance with paragraph 8 herein, for the shares purchased and the Corporation shall thereupon deliver a share certificate or certificates of the Corporation for such shares.
b. An option shall be in whole or in part exercised by written notice or notices delivered to the Corporation’s registered office and any option shall be deemed for all purposes to be exercised to the extent stated in such notice upon delivery of the notice and payment for the number of shares specified in such notice, notwithstanding any delay in the issuance and delivery of certificates for the shares so subscribed.

11. Amendment of Plan

a. The Directors may amend or change this Plan and any options granted hereunder from time to time subject to receipt of consents or approvals of all applicable authorities and exchanges, except that the Directors shall not adversely affect the rights of any Optionee to whom an option has therefore been granted without his consent and any reduction in option price for options outstanding, other than any reduction made in accordance with paragraph 8 herein, shall comply, as of the date of revision or amendment, with the option price provisions of paragraph 5 hereof.
b. The Directors may discontinue the Plan at any time except that such discontinuance may not alter or impair any option previously granted under the Plan to an Optionee.

12. General

Options granted pursuant to the Plan shall specify in the Grantee’s Stock Option Plan Agreement(s) that:

a. that the option agreement does not impose upon the Optionee any obligation to take up and pay for any of the optioned shares;
b. the address of each of the Optionee and the Corporation to which notices pursuant to the option and the Plan may be delivered;
c. that all options granted are subject to the express terms of the Plan; and
d. the periods governing the exercise of the option.

DATED and APPROVED by the Board of Directors of Aumento Capital IX Corp. as of the 21[st] day of May, 2021.

“Roger Daher” Per: Roger Daher Tile: CEO, CFO, Secretary and Director

SCHEDULE “B”

AUDIT COMMITTEE CHARTER

AUMENTO CAPITAL IX CORP. (the “Corporation”)

AUDIT COMMITTEE CHARTER

The Audit Committee (the “ Committee ”) is a committee of the board of directors of the Corporation (the “ Board ”). The role of the Committee is to provide oversight of the Corporation’s financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Corporation, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Corporation’s external auditor is ultimately accountable to the Board and the Committee as representatives of the Corporation’s shareholders.

Duties and Responsibilities

External Auditor

To recommend to the Board, for shareholder approval, an external auditor to examine the Corporation’s accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Corporation.

(a) To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.
(b) To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.
(c) To pre-approve any non-audit services to be provided to the Corporation by the external auditor and the fees for those services.
(d) To obtain and review, at least annually, a written report by the external auditor setting out the auditor’s internal quality-control procedures, any material issues raised by the auditor’s internal quality-control reviews and the steps taken to resolve those issues.
(e) To review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Corporation on any aspect of its certification of the Corporation’s financial statements:
(f) No member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(i) No member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(ii) No former partner or employee of the external auditor may be made an officer of the Corporation or any of its subsidiaries for three years following the end of the individual’s association with the external auditor;
(iii) The Chief Financial Officer (“ CFO ”) must approve all office hires from the external auditor; and
(iv) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.
(g) To review, at least annually, the relationships between the Corporation and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

(a) To review the Corporation’s annual audited financial statements with the Chief Executive Officer (“ CEO ”) and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.
(b) To review and discuss with management and the external auditor, as appropriate:
(i) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and
(ii) Earnings guidance and other releases containing information taken from the Corporation’s financial statements prior to their release.
(c) To review the quality and not just the acceptability of the Corporation’s financial reporting and accounting standards and principles and any proposed material changes to them or their application.
(d) To review with the CFO any earnings guidance to be issued by the Corporation and any news release containing financial information taken from the Corporation’s financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

(a) To review the internal audit staff functions, including:
(i) The purpose, authority and organizational reporting lines;
(ii) The annual audit plan, budget and staffing; and
(iii) The appointment and compensation of the controller, if any.
(b) To review, with the CFO and others, as appropriate, the Corporation’s internal system of audit controls and the results of internal audits.
(c) To review and monitor the Corporation’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.
(d) To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.
(e) In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Corporation’s disclosure and internal controls, including any material deficiencies or changes in those controls.

Membership

(a) The Committee shall consist solely of three or more members of the Board, the majority of which the Board has determined has no material relationship with the Corporation and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.
(b) Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs.
(c) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.
(d) All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

Procedures

(a) The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the “ Chair ”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.
(b) The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.
(c) No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum and provided that a majority of the members must be “independent” or “unrelated”.
(d) The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.
(e) The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Corporation or otherwise determined by resolution of the Board.
(f) The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.
(g) The Committee shall have access to any and all books and records of the Corporation necessary for the execution of the Committee’s obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.
(h) The Committee has the authority to communicate directly with the internal and external auditors.

Reports

The Committee shall produce the following reports and provide them to the Board:

(a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.
(b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

SCHEDULE “C”

ADVANCE NOTICE BY-LAW

ARTICLE I Definitions

" Act " means the Business Corporations Act (Ontario), as amended from time to time.

" Affiliate " when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person. For purpose of this definition: (a) " control ", as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise, and (b) " controlled by " or under " common control with " have correlative meanings.

" Applicable Securities Laws " means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada.

" Articles " means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, arrangement, reorganization or revival of the Corporation.

" Associate " has the meaning given to it in the Act.

" By-laws " means this By-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect.

" Board " means the board of directors of the Corporation.

" Close of Business " means 5:00 p.m. (Toronto time) on a business day in that city.

" Corporation " means Aumento Capital IX Corp.

" Meeting Notice Date " means the date on which the first notice to the shareholders or first Public Announcement of the date of the meeting of shareholders was issued by the Corporation.

" meeting of shareholders " means an annual, an annual and special meeting or a special meeting (which is not an annual and special meeting) of shareholders.

" Nominating Shareholder " has the meaning given to it in Section 2.01(c).

" Nomination Notice " has the meaning given to it in Section 2.03.

" person " means any individual or entity.

" Proposed Nominee " has the meaning given to it in Section 2.04(a).

" Public Announcement " means disclosure in (a) a press release reported in a national news service in Canada, or (b) a document publicly filed by the Corporation or its transfer agent and registrar under the Corporation's profile on SEDAR.

" SEDAR " means the System for Electronic Document Analysis and Retrieval at www.sedar.com.

" special meeting " includes a meeting of any class or classes of shareholders, and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

ARTICLE II Advance Notice of Nomination of Directors

Section 2.01 Nomination Procedures. Subject to the Act, Applicable Securities Laws and the Articles, only those individuals nominated in accordance with the procedures set out in this Article II shall be eligible for the election to the Board. Nominations of persons for election to the Board may be only be made at any annual meeting of shareholders, or at a special meeting of shareholders called for any purpose, which includes the election of directors, as follows:

(a) by or at the direction of the Board, including pursuant to a notice of meeting;
(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of shareholders meeting by one or more shareholders made in accordance with the Act; or
(c) by any person (a " Nominating Shareholder ") who:
(i) at the close of business on the date of giving the Nomination Notice set out in Section 2.03, and on the record date for determining shareholders entitled to vote at such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation; and
(ii) complies with the notice procedures set forth in this Article II.

Section 2.02 Exclusive Means. For the avoidance of doubt, the procedures set forth in this Article II shall be the exclusive means for any person to bring nominations for election to the Board at or in connection with any annual or special meeting of shareholders of the Corporation.

Section 2.03 Timely Notice. A Nominating Shareholder must give written notice of its director nomination, the contents of such notice are set out in this Article II (such notice, a

" Nomination Notice "), to the secretary of the Corporation even if such matter is already the subject of a notice to the shareholders or a Public Announcement. The Nomination Notice must be received by the Corporation:

(a) in the case of an annual meeting of shareholders, not less than 30 days before the date of such meeting; provided that, if (i) an annual meeting is called for a date that is less than 50 days after the Meeting Notice Date, notice by the Nominating Shareholder shall be made not less than the close of business on the 10th day after the Meeting Notice Date, and (ii) the Corporation uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer ) to send proxy-related materials to shareholders in connection with an annual meeting, notice must be received not less than 40 days before the date of the annual meeting;
(b) in the case of a special meeting (which is also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for the purpose of conducting other business), not later than the close of business on the 15th day after the Meeting Notice Date.

In the event of an adjournment or postponement of an annual meeting or special meeting of shareholders or any announcement thereof, a new time period shall commence for the giving of a timely notice under this Section 2.03.

Section 2.04 Nomination Notice Information. To be in proper written form, a Nomination Notice must comply with this Article II and must disclose or include, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a " Proposed Nominee "):
(i) the name, age and business and residential address of the Proposed Nominee;
(ii) the principal occupation, business or employment of the Proposed Nominee, both at present and within the five years preceding the notice;
(iii) the number of securities of each class of securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such Nomination Notice;
(iv) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the

Proposed Nominee, or any Affiliates or Associates of, or any person acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee's nomination and election as a director;

(v) whether the Proposed Nominee is a party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its Affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Corporation and the interests of the Proposed Nominee;
(vi) a duly completed personal information form in respect of the Proposed Nominee in the form prescribed from time to time by the principal stock exchange on which the securities of the Corporation are then listed for trading;
(vii) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for the election of directors pursuant to the Act or Applicable Securities Laws; and
(b) as to each Nominating Shareholder:
(i) the name, business and, if applicable, residential address of such Nominating Shareholder;
(ii) the number of securities of each class of voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and, for each such person, any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the value or delivery, payment or settlement obligations are derived from, referenced to or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such Nomination Notice;
(iii) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder's economic interest in a security of the Corporation or

such Nominating Shareholder's economic exposure to the Corporation;

(iv) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its Affiliates or Associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board;
(v) a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination;
(vi) a representation as to whether such Nominating Shareholder intends to deliver an information circular and form of proxy to any shareholder of the Corporation in connection with the election of directors or otherwise solicit proxies of votes from shareholders of the Corporation in support of such nomination; and
(vii) any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident information circular or other filings required to be made in connection with the solicitation of proxies for the election of directors pursuant to the Act or Applicable Securities Laws; and
(c) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Corporation, if elected.

Reference to " Nominating Shareholder " in this Section 2.04 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as a director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

Section 2.05 Additional Information . The Corporation may require any Proposed Nominee to furnish such other information, including completion of a director's questionnaire, as may be reasonably required by the Corporation to determine whether the Proposed Nominee would be considered "independent" under the relevant standards contemplated by Applicable Securities Laws or any stock exchange rules that may be applicable to the Corporation in the same manner as such standards are applicable to the Corporation's other directors.

Section 2.06 Compliance. In addition to the provisions of this Article II, a Nominating Shareholder and any Proposed Nominee shall also comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth in this Article II.

Section 2.07 Currency of Notice. All information to be provided in a Nomination Notice shall be provided as of the date of such Nomination Notice. To be considered timely and in proper form, a Nomination Notice shall be promptly updated and supplemented, if necessary, by the Nominating Shareholder so that the information provided or required to be provided in such Nomination Notice shall be true and correct as of the record date for the meeting.

Section 2.08 Delivery of Notice. Notwithstanding any other provision of this By-law, a Nominating Shareholder shall deliver the Nomination Notice to the Corporation's registered office. A Nomination Notice shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

Section 2.09 Power of the Chair. The chair of any meeting of shareholders of the Corporation shall have the power to determine whether a nomination was made in accordance with the provisions of this Article II and, if any proposed nomination is not in compliance with this Article II, to declare that such defective nomination shall not be disregarded.

ARTICLE III Waiver

Section 3.01 The Board may, in its sole discretion, waive any requirement in this Bylaw.

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Pluribus Technologies Corp. — AGM Information 2021

48115_rns_2021-10-27_19714d3d-7799-4d47-b8f4-0008859e45a0.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 17, 2021

BY ORDER OF THE BOARD

NOTES:

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDERS

DEPOSIT OF PROXY

REVOCATION OF PROXIES

EXERCISE OF DISCRETION

NON-REGISTERED HOLDERS

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered.

VOTING SHARES AND PRINCIPAL HOLDERS

EXECUTIVE COMPENSATION

Named Executive Officers

Compensation Discussion and Analysis

Option-Based Awards

Summary compensation table

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards

Incentive Plan Awards—Value Vested or Earned During the Year

Stock Option Plan

DIRECTOR COMPENSATION

Summary Compensation Table

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

TERMINATION AND CHANGE OF CONTROL BENEFITS

PENSION PLAN BENEFITS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Election Resolution

“NOW THEREFORE BE AND IT IS RESOLVED:

Aumento Proposed Directors

Roger Daher

Paul Pathak

David Danziger

Pluribus Proposed Directors

Richard Adair

Elmer Kim

David Coombs

Jim Dunbar

Warner Sulz

Carolyn Currie

Alfred Apps

Cease Trade Orders and Bankruptcies

Penalties or Sanctions

APPROVAL OF STOCK OPTION PLAN

“NOW THEREFORE BE AND IT IS RESOLVED:

APPOINTMENT AND REMUNERATION OF AUDITORS

SHARE CONSOLIDATION

Background to the Share Consolidation – The Qualifying Transaction

Description of the Consolidation Resolution

APPROVAL OF NAME CHANGE

Name Change Resolution

“ NOW THEREFORE BE AND IT IS RESOLVED:

APPROVAL OF ADVANCE NOTICE BY-LAW

Effect of the Advance Notice By-law

Shareholder Confirmation

“NOW THEREFORE BE AND IT IS RESOLVED:

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE FOREGOING RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER COMMON SHARES ARE TO BE AGAINST THE APPROVAL OF THE ADVANCE NOTICE BY-LAW.

CORPORATE GOVERNANCE PRACTICES

AUDIT COMMITTEE

Independence

Audit Committee Charter

Financial Literacy

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

APPROVAL OF BOARD OF DIRECTORS

BY ORDER OF THE BOARD OF DIRECTORS

“ Roger Daher ”

STOCK OPTION PLAN

Pluribus Technologies Corp. AGM Information 2021