Pluribus Technologies Corp. - Merger & Acquisition 2021

BUSINESS COMBINATION AGREEMENT

BETWEEN

AUMENTO CAPITAL IX CORP.

AND -

PLURIBUS TECHNOLOGIES INC.

DATED AS OF DECEMBER 1, 2021

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	Page
Article	1 INTERPRETATION ................................................................................................................. 1
1.1	Definitions ............................................................................................................................... 1
1.2	Number and Gender ............................................................................................................... 9
1.3	Currency ................................................................................................................................. 9
1.4	Headings, etc. ......................................................................................................................... 9
1.5	Date for any Action ................................................................................................................. 9
1.6	Knowledge .............................................................................................................................. 9
1.7	Schedule ................................................................................................................................. 9
Article	2 THE QUALIFYING TRANSACTION ........................................................................................ 9
2.1	Amalgamation ......................................................................................................................... 9
2.2	Implementation Covenants ................................................................................................... 13
Article	3 PUBLICITY ............................................................................................................................ 15
3.1	Publicity ................................................................................................................................ 15
Article	4 REPRESENTATIONS AND WARRANTIES .......................................................................... 15
4.1	Representations and Warranties of Pluribus ......................................................................... 15
4.2	Representations and Warranties of AUIX .............................................................................. 15
4.3	Survival ................................................................................................................................. 20
Article	5 CONDUCT OF BUSINESS ................................................................................................... 20
5.1	Conduct of Business by the Parties....................................................................................... 20
Article	6 COVENANTS ........................................................................................................................ 22
6.1	Covenants ............................................................................................................................. 22
6.2	Notice of Material Change ..................................................................................................... 22
6.3	Standstill ............................................................................................................................... 23
6.4	Other Covenants ................................................................................................................... 25
6.5	Subco Shareholder Meeting .................................................................................................. 25
Article	7 MUTUAL COVENANTS ........................................................................................................ 25
7.1	Other Filings ......................................................................................................................... 25
7.2	Additional Agreements .......................................................................................................... 25
Article	8 CONDITIONS ........................................................................................................................ 26
8.1	Mutual Conditions Precedent ................................................................................................ 26
8.2	Additional Conditions Precedent to the Obligations of Pluribus ............................................. 27
8.3	Additional Conditions Precedent to the Obligations of AUIX .................................................. 29
Article	9 TERMINATION...................................................................................................................... 30
9.1	Termination ........................................................................................................................... 30
9.2	Effect of Termination ............................................................................................................. 30
Article	10 DISSENTING SHAREHOLDERS ........................................................................................ 30

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10.1	Dissenting Pluribus Shareholders .........................................................................................30
Article 11 CLOSING ............................................................................................................................ 31
11.1	Closing .................................................................................................................................. 31
Article 12 GENERAL ........................................................................................................................... 31
12.1	Public Announcement; Disclosure and Confidentiality ........................................................... 31
12.2	Notices .................................................................................................................................. 31
12.3	Costs and Expenses ............................................................................................................. 33
12.4	Further Assurances ............................................................................................................... 33
12.5	Time ...................................................................................................................................... 33
12.6	Entire Agreement .................................................................................................................. 33
12.7	Amendment .......................................................................................................................... 33
12.8	Waiver .................................................................................................................................. 33
12.9	Assignment ........................................................................................................................... 33
12.10	Severability ........................................................................................................................ 34
12.11	Governing Law .................................................................................................................. 34
12.12	Counterparts...................................................................................................................... 34

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT

Agreement

1[st] day of December, 2021.

BETWEEN:

AUMENTO CAPITAL IX CORP. , a corporation incorporated under the laws of the AUIX

and -

PLURIBUS TECHNOLOGIES INC. , a corporation Pluribus

Party Parties

WHEREAS

(as defined in the Policy);

AND WHEREAS Subco (as defined below) is a corporation incorporated under the laws of Canada as a wholly-owned subsidiary of AUIX;

AND WHEREAS , pursuant to a letter agreement between the Parties dated July 20, 2021, as amended, Pluribus and AUIX propose to combine the business and assets of Pluribus with those of AUIX, and upon completion of such business combination, AUIX will, through Amalco (as defined below), carry on the current business of Pluribus;

AND WHEREAS on the terms and subject to the conditions set forth herein, AUIX and Pluribus intend to carry out the proposed Qualifying Transaction (as defined below) by way of a statutory amalgamation of Pluribus and Subco under the provisions of the Act (as defined below) and related transaction steps;

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

Act Canada Business Corporations Act , as from time to time amended or re-enacted;

Affiliate

Agency Agreement agency agreement to be entered into in respect of the Pluribus Private Placement among Pluribus, AUIX and the agents referred to therein;

Agreement this Agreement herein hereto hereof business combination agreement, together with the schedules hereto, as the same may be amended or supplemented from time to time;

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Amalco

to the Amalgamation;

Amalco Shares eans the common shares in the capital of Amalco;

Amalgamating Parties

Amalgamation

Act on the terms and conditions set forth in this Agreement and the Amalgamation Agreement;

Amalgamation Agreement

Subco in respect of the Amalgamation, in substantially the form attached hereto as Schedule A;

Arbitration Act Arbitration Act , 1991 (Ontario), as from time to time amended or re-enacted;

Articles of Amalgamation algamation to be filed with the Director by the Amalgamating Parties in order to effect the Amalgamation pursuant to subsection 185(1) of the Act;

AUIX Agent Options -Share Consolidation), granted to Canaccord holder thereof to purchase one AUIX Share at an exercise price of $0.50 per share until June 3, 2026;

AUIX Financial Statements atements of AUIX for the period from February 16, 2021 to March 3, 2021, including the notes thereto and the report of AUIX's auditors thereon, and the unaudited condensed interim financial statements of AUIX as at and for the three months ended June 30, 2021, including the notes thereto;

AUIX Meeting

2.1(b) and any and all adjournments of such meeting;

AUIX Options -Share Consolidation), granted to the directors and officers of AUIX, each AUIX Option entitling the holder thereof to purchase one AUIX Share at an exercise price of $0.50 per share until June 3, 2026;

AUIX Shareholder AUIX Shareholders means all of such holders;

AUIX Shares hereof.

AUIX ., a corporation incorporated pursuant to the laws of the Province of Ontario;

Board Reconstitution

(7) directors to allow for the appointments described in Section 2.1(i);

Business Day Toronto, Ontario;

Certificate of Amalgamation

of the Articles of Amalgamation pursuant to subsection 185(4) of the Act;

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Closing

set forth in this Agreement;

Consolidated AUIX Shares

tuted following

the completion of the Share Consolidation;

Debt Instrument means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money;

Depositary r agent for the AUIX Shares;

Director

Dissent Rights respect to the Amalgamation;

Dissenting Pluribus Shareholder

the Pluribus Meeting, has exercised the right to dissent pursuant to Section 190 of the Act, in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Pluribus Shares and who has not withdrawn the notice of the exercise of such right as permitted by the Act;

Dissenting Pluribus Shares

Effective Time ans 12:01 a.m. (Toronto time) on the Qualifying Transaction Date;

Encumbrances

interest, adverse interest, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

Exchange Ratio

7.42 Resulting Issuer Shares for one (1) Pluribus Share;

fair value

fair value as determined by a court under Section 190 of the Act, or as agreed between Pluribus and the Dissenting Pluribus Shareholder;

Filing Statement

connection with the Qualifying Transaction;

Governing Documents bus, its governing

documents, including, as applicable, its certificate and articles of incorporation, as amended, and all similar articles, and its by-laws, as amended;

Government Authority ent, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for certainty, includes the TSXV;

IFRS Standards Board;

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In-The-Money Amount

aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;

in writing documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of another Party;

Laws principles of law, published policies, forms and guidelines, fee schedules, tariffs, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, directives, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Government Authority, statutory body or self-

the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

Letter of Transmittal is necessary for use in connection with the Amalgamation and in order to receive the Resulting Issuer Shares to which they are entitled after giving effect to the Amalgamation;

Material Adverse Change

occurrences which, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, capital, property, obligations (whether absolute, accrued, conditional or otherwise), liabilities or financial condition of that Person and its Subsidiaries taken as a whole, or prevent, materially delay or hinder that Person from performing its respective obligations under this Agreement or materially impede the consummation of the transactions contemplated by this Agreement, other than any change, event or occurrence: (i) affecting the mining industry in general; (ii) in or relating to general political, economic, financial or capital market conditions (including any reduction in market indices); (iii) in or relating to IFRS or regulatory accounting requirements; or (iv) in or relating to any change in applicable Laws or any interpretation, application or non-application thereof by any Government Authority; provided, however, that such effect referred to in clause (i) to (v) above does not have a disproportionate effect on that Person and its Subsidiaries (taken as a whole) compared to other companies of similar size operating in the same industry;

Material Event

(a) the occurrence of any Material Adverse Change;
(b) a tender or exchange offer for some or all of the shares of a Party is made or publicly proposed to be made by another Person or has been publicly disclosed or a Party shall have learned that the shares held by any shareholder of the Party, as of the date hereof, who holds more than 10% of the outstanding shares of the Party at such date, shall have been acquired or agreed to be acquired by another Person or by Persons acting jointly or in concert therewith;
(c) other than in connection with the obligations of Pluribus pursuant to the Pluribus Private Placement, the Pluribus Preferred Share Redemption, the obligations of AUIX pursuant to the Share Consolidation, any other transaction, action or event contemplated by this Agreement, and the existing contractual obligations of a Party that have been previously

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publicly disclosed or disclosed in writing to the other Party, an event whereby a Party shall have:

(i) issued or authorized, or proposed the issuance of: (i) any shares in the capital of the Party of any class; (ii) any securities convertible into, or rights, warrants or options to acquire, any such shares; or (iii) other convertible securities;
(ii) issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, all or any of the presently outstanding shares;
(iii) declared or paid any dividend on or distributed any shares of its capital stock or redeemed or repurchased any issued shares; or
(iv) authorized or proposed or announced its intention to propose any merger, business combination transaction, shareholder rights protection plan or similar plan or agreement, acquisition or disposition of assets or material change in its capitalization or settled or forgave any indebtedness or made a change in any terms of employment or compensation of any Person, director or officer or granted any bonus to such Persons or created, assumed or increased any indebtedness, or created or assumed any encumbrance on the business, assets or operation of a Party, or any comparable event not in the ordinary course of business;
(d) any halt or suspension of trading in, or any cease trade order with respect to, securities of a Party;
(e) the existence of any threatened, instituted or pending action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other Person which materially and adversely affects a Party, directly or indirectly, other than as disclosed by one Party to the other in writing prior to the date hereof; and
(f) the existence of any contractual obligation, liability or expense out of the ordinary course of business, which for purposes hereof shall not include any contractual obligation, liability or expense related to the Qualifying Transaction, by a party in excess of $50,000;

material fact has the meaning ascribed thereto in the Securities Act ;

misrepresentation Securities Act ;

Name Change Pluribus Technologies Inc. name as selected by Pluribus and acceptable to each Government Authority having jurisdiction;

NI 51-102 -102 - Continuous Disclosure Obligations ;

Party Parties

Person firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

Pluribus

of Canada;

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Pluribus Class A Common Shares in series;

of Pluribus, issuable

Pluribus Class A Preferred Shares

n the capital of Pluribus;

Pluribus Class B Common Shares

ares in the capital of Pluribus;

Pluribus Meeting d, if necessary, in order to approve, among other things, the Amalgamation and any and all adjournments of such meeting;

Pluribus Options at a price of $10.00;

Pluribus Preferred Share Redemption -redemption reorganization, if any, of Pluribus Class A Preferred Shares, pursuant to which all Pluribus Class A Preferred Shares shall be redeemed by Pluribus or otherwise cancelled;

Pluribus Private Placement approximately 3,703,705 Pluribus Subscription Receipts on a private placement basis under the Subscription Receipt Agreement at a price of $6.75 per Pluribus Subscription Receipt for aggregate gross proceeds to Pluribus of approximately $25,000,000 (4,444,446 Subscription Receipts for gross proceeds to Pluribus of approximately $30,000,000 if the option granted to the agents in respect of the Pluribus Private Placement is exercised in full);

Pluribus Series 1 Common Shares means Series 1 Class A Common Shares in the capital of Pluribus;

Pluribus Series 2 Common Shares ares in the capital of Pluribus;

Pluribus Shareholder Agreement , 2021 between Pluribus and the Pluribus Shareholders;

Pluribus Shareholder Pluribus Shareholders

Pluribus Securityholder

Pluribus Shares Common Shares, the Pluribus Series 2 Common Shares and the Pluribus Class B Common Shares;

Pluribus SR a maximum of 266,666 warrants of Pluribus, comprised of broker warrants of Pluribus and advisory warrants of Pluribus, to be issued to the agents pursuant to the Agency Agreement in connection with the Pluribus Private Placement, each such warrant entitling the holder thereof to purchase 0.134471 of one Pluribus Series 1 Common Share at a price of $6.75 at any time prior to the date that is two years following the date that the escrow release conditions in respect of the Pluribus Private Placement are satisfied.

Pluribus Subscription Receipts

Private Placement and pursuant to the terms of the Subscription Receipt Agreement, each such Pluribus Subscription Receipt to be automatically converted into 0.134471 Pluribus Series 1 Common Shares immediately prior to the Effective Time; provided that, in the event that the escrow release conditions have not been satisfied by 5:00 p.m. (Toronto time) on the date that is 120 days after issuance of Pluribus Subscription Receipts or in the event that this Agreement is terminated or Pluribus announces to the public by way of press release, or advises Canaccord Genuity Corp. and TSX Trust Company in writing,

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that it does not intend to satisfy the Escrow Release Conditions (as to be defined in the Subscription Receipt Agreement), each of the then issued and outstanding Pluribus Subscription Receipts shall be cancelled;

Pluribus Warrant er and finder warrants of Pluribus, (ii) 245,893 warrants of Pluribus issued pursuant to its private placement on March 30, 2021 and (iii) 29,026 warrants of Pluribus issued to former shareholders of POWr Inc., each such warrant exercisable to purchase one Class A Common Share, one Series 1 Class A Common Share or one unit of Pluribus, consisting of one Series 1 Class A Common Share and one half of one Series 1 Class A Common Share purchase warrant (for greater certainty, the Pluribus Warrants do not includ Warrants);

Policy Capital Pool Companies of the TSXV;

Pre-Closing Expenses

reasonably required in connection with the Qualifying Transaction or otherwise in the ordinary course of its business in accordance with past practice, and, for greater certainty, Pre-Closing Expenses shall Qualifying Transaction;

Public Information Record

prospectuses and all other documents filed by or on behalf of AUIX with the Securities Authorities in accordance with applicable Laws;

Qualifying Transaction Date

by the issuance of the Certificate of Amalgamation giving effect to the Amalgamation;

Qualifying Transaction IX will acquire Pluribus by way of the Amalgamation, and which will constitute the 'qualifying transaction' of AUIX pursuant to the Policy;

Regulatory Approval

Government Authority having jurisdiction or authority over either Party or any Subsidiary of a Party which is required or advisable to be obtained in order to permit the Qualifying Transaction to be effected, approvals, consents, waivers, permits, orders or exemptions;

Replacement Resulting Issuer Options

issued in replacement of the Pluribus Options outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Option entitling the holder thereof to purchase one Resulting Issuer Share at a price equal to the quotient arrived at by dividing the exercise price per Pluribus Share of each such Pluribus Option immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Pluribus Option being replaced by a Replacement Resulting Issuer Option, in accordance with its terms;

Replacement Resulting Issuer Warrants

issued in replacement of the Pluribus Warrants outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price equal to the quotient arrived at by dividing the original exercise price per Pluribus Share of each such Pluribus Warrant immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Pluribus Warrant being replaced by a Replacement Resulting Issuer Warrant, in accordance with its terms;

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Replacement Resulting Issuer Warrants Shares to be issued in replacement of the Pluribus Warrants outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price of $6.75 at any time prior to the date that is two years following the date that the escrow release conditions in respect of the Pluribus Private Placement are satisfied.

Reporting Jurisdictions 4.2(e);

Representatives

Resulting Issuer Private Placement, the Name Change, the Share Consolidation, the Amalgamation and the Board Reconstitution;

Resulting Issuer Shares

Securities Act Securities Act (Ontario) and the regulations thereunder, as from time to time amended;

Securities Authorities collectively;

Share Consolidation es prior to the Effective Time on the basis of one new AUIX Share for every 7.94118 old AUIX Share outstanding;

Subco 13515630 Canada Inc., a corporation incorporated under the Act;

Subco Shares

Subscription Receipt Agreement to be entered into by TSX Trust Company, as subscription receipt agent, Pluribus, AUIX and Canaccord Genuity Corp. governing the Pluribus Subscription Receipts and pursuant to which certain proceeds of the Pluribus Private Placement will be held in escrow until completion of the Qualifying Transaction;

Subsidiary

Tax Act Income Tax Act (Canada), as amended and all regulations thereunder;

Tax Taxes (including any and all fines, interest and penalties in respect thereof) of any nature imposed, levied, withheld or assessed on or with respect to the income, profits, gross receipts, sales, capital, assets, real property, personal property, production, employees, payroll, benefit payments, purchases, payments, receipts or gains of such person (including, without limitation, any federal or state income, franchise or sales taxes, corporation capital tax, customs or excise duties or municipal license fees, withholding tax and any taxes and other deductions required to be paid or withheld from any payment made to any person) by Canada or any province thereof, the United States of America or any political subdivision or taxing authority thereof or therein, or by any other country or any political subdivision or taxing authority thereof or therein;

Tax Returns rns, declarations, reports, information returns and statements filed or required to be filed by any taxing authority relating to Taxes;

TSXV Escrow Agreement

party trustee, as escrow agent, AUIX and certain Principals (as that term is defined in the policies of the

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TSXV) and other Persons, if required by the TSXV, in accordance with the policies of the TSXV in connection with the completion of the Qualifying Transaction; and

TSXV ns the TSX Venture Exchange.

1.2 Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender include all genders.

1.3 Currency

In the absence of a specific designation of any currency, any undenominated dollar amount herein shall be deemed to refer to Canadian dollars.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Knowledge

In this Agreement, re Executive Officer and Chief Financial Officer, in each case, after reasonable inquiry, and references to ve Officer and Chief Financial Officer, in each case, after reasonable inquiry.

1.7 Schedule

The following Schedule is attached to and forms an integral part of this Agreement:

Schedule A - Form of Amalgamation Agreement

ARTICLE 2 THE QUALIFYING TRANSACTION

2.1 Amalgamation

Each Party hereby agrees, unless such steps have already been completed, that, as soon as reasonably commercially practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and, to the extent required, subject to the terms and conditions of this Agreement, and, to the extent required, receipt of all shareholder approvals and Regulatory Approvals, it shall take the following steps indicated for it:

(a) AUIX shall incorporate Subco pursuant to the federal laws of Canada, with its articles and by-laws to be in a form satisfactory to Pluribus acting reasonably;

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(b) AUIX shall call and convene the AUIX Meeting at which the AUIX Shareholders will be asked, among other things, to approve the Share Consolidation, the Name Change, and the Board Reconstitution, and AUIX shall use all commercially reasonable efforts to obtain the approval of the AUIX Shareholders for the foregoing matters;
(c) Pluribus shall call and convene the Pluribus Meeting at which the Pluribus Shareholders will be asked to approve the Amalgamation and the Amalgamation Agreement, or otherwise take steps to get the unanimous written consent of the Pluribus Shareholders, and Pluribus shall use all commercially reasonable efforts to obtain the approval of the Pluribus Shareholders for the foregoing matters;
(d) the AUIX Shares and, in accordance with their terms, the AUIX Options and AUIX Agent Options will be subject to the Share Consolidation so that AUIX will have 251,852 Resulting Issuer Shares outstanding and outstanding options to acquire up to 50,370 Resulting Issuer Shares outstanding after giving effect to the Share Consolidation;
(e) AUIX shall effect the Name Change;
(f) in accordance with the terms of the Subscription Receipt Agreement, each Pluribus Subscription Receipt shall be automatically converted into 0.134471 Pluribus Series 1 Common Share immediately prior to the Effective Time;
(g) Pluribus and Subco shall amalgamate, effective at the Effective Time, by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and continue as one corporation with the Pluribus Technologies Inc.
AUIX hereby covenants and agrees to issue the securities of AUIX required to be issued in connection with the Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed with the Director to effect the Amalgamation. Under the Amalgamation, at the Effective Time:
(i) Pluribus and Subco will amalgamate and continue as Amalco;
(ii) each Pluribus Share outstanding immediately prior to the Effective Time held by a Dissenting Pluribus Shareholder will become an entitlement to be paid the fair value of such share;
(iii) each Pluribus Share (other than those held by Dissenting Pluribus Shareholders) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the holder of such Pluribus Share shall receive (subject to Section 2.1(h) regarding fractional shares) such number of fully paid and nonassessable Resulting Issuer Shares issued by AUIX as is equal to the Exchange Ratio, provided that notwithstanding the foregoing holders of Pluribus Subscription Receipts immediately prior to the conversion thereof shall receive one fully paid and non-assessable Resulting Issuer Share issued by AUIX in respect of each one Pluribus Subscription Receipt held;
(iv) each Subco Share outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one Amalco Share to AUIX;

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(v) as consideration for the issuance of Resulting Issuer Shares to Pluribus Shareholders to effect the Amalgamation, Amalco will issue to AUIX one Amalco Share for each Resulting Issuer Share so issued;
(vi) the property, rights and interests of each of Subco and Pluribus shall continue to be the property, rights and interests of Amalco and Amalco shall continue to be liable for the liabilities and obligations of each of Subco and Pluribus;
(vii) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Pluribus Shares and the Subco Shares immediately prior to the Amalgamation;
(viii) Resulting Issuer shall add to the stated capital maintained in respect of the Resulting Issuer Common Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Pluribus Shares immediately prior to the Amalgamation, other than Pluribus Shares held by Dissenting Shareholders;
(ix) each Pluribus Option outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 2.1(h) regarding fractional options) for such number of Replacement Resulting Issuer Options issued by the Resulting Issuer as is equal to the Exchange Ratio, and upon such exchange all Pluribus Options will be cancelled. The exercise price of the Replacement Resulting Issuer Options will be equal to the exercise price of the Pluribus Options immediately prior to the Effective Time divided by the Exchange Ratio. For greater certainty, it is intended that subsection 7(1.4) of the Tax Act apply to the exchange of the Pluribus Options by holders who acquired Pluribus Options by virtue of their employment. Accordingly, if required, the exercise price of a Replacement Resulting Issuer Option held by such a holder of Pluribus Options will be increased such that the In-The-Money Amount of the Replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The-Money Amount of the Pluribus Option immediately before the exchange. The other terms and conditions of the Replacement Resulting Issuer Options will be substantially similar to the terms and conditions of the Pluribus Options, including with respect to term, expiry date and adjustment provisions subject to compliance with applicable Laws and the applicable Resulting Issuer option plan;
(x) each Pluribus Warrant outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 2.1(h) regarding fractional warrants) for such number of Replacement Resulting Issuer Warrants issued by the Resulting Issuer as is equal to the Exchange Ratio, and, upon such exchange, all Pluribus Warrants will be cancelled. The exercise price of the Replacement Resulting Issuer Warrants will be equal to the exercise price of the Pluribus Warrants immediately prior to the Effective Time divided by the Exchange Ratio;
(xi) each Pluribus Warrant outstanding immediately prior to the Effective Time shall be exchanged for one Replacement Resulting Issuer Warrant issued by the Resulting Issuer, and, upon such exchange, all Pluribus be cancelled. The exercise price of the Replacement ; and
(xii) Amalco will be a direct wholly-owned Subsidiary of AUIX;

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(h) as soon as practicable after the Qualifying Transaction Date and in accordance with normal commercial practice and the terms of the Amalgamation Agreement, AUIX shall issue or cause to be issued certificates or direct registration statements representing the appropriate number of Resulting Issuer Shares, Replacement Resulting Issuer Options, Replacement Resulting Issuer Warrants Warrants to the applicable former Pluribus Securityholders, certain of which securities shall be subject to restrictions on resale, and the certificates or direct registration statements in respect thereof shall be affixed with legends to such effect, all in the manner more particularly set out in the Agency Agreement. No fractional Resulting Issuer Shares, Replacement Resulting Issuer Options, Replacement Resulting Issuer Warrants or will be delivered to any Pluribus Securityholder
and any such fractions will be rounded down to the nearest whole number and no cash amount will be payable in lieu thereof;
(i) the Parties hereby acknowledge and agree that concurrently with the completion of the Amalgamation the following individuals will be appointed officers and directors of AUIX as follows:

Officers :

Chief Executive Officer: Richard Adair

Chief Financial Officer: Simon Giannakis

Chief Revenue Officer and Secretary: Timothy Lindsay

Chief Operating Officer: Diane Pedreira

Vice President of Finance and Treasurer: Jacqueline Yuen

Directors :

Richard Adair

Elmer Kim

David Coombs

Jim Dunbar

Warner Sulz

Carolyn Currie

Alfred Apps

provided that such officers and directors of AUIX may be changed at the discretion of Pluribus, subject to any required Regulatory Approvals; and

(j) the Parties shall take any other actions and do any other things, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Qualifying Transaction, provided that nothing in this Agreement shall prevent or limit the ability of the directors of each of AUIX, Subco and Pluribus to fulfill their fiduciary or statutory duties.

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2.2 Implementation Covenants

(a) Filing Statement . Pluribus with the assistance of AUIX, shall use commercially reasonable efforts to finalize the Filing Statement, together with any other documents required by applicable securities and corporate Laws in connection with the Qualifying Transaction, and AUIX shall cause the Filing Statement to be filed as required by applicable Laws as soon as reasonably practicable following Regulatory Approval, provided that the Filing Statement and other documentation required in connection with the Qualifying Transaction shall be filed only with Pluribus's prior written consent (in the case of the Filing Statement, such consent shall be evidenced by a fully executed Pluribus certificate page).
(b)

Meeting Documentation :

(i) Pluribus shall duly prepare the documentation required in connection with the Pluribus Meeting, and deliver such documentation to Pluribus Shareholders; and
(ii) AUIX shall duly prepare the documentation required in connection with the AUIX Meeting, and deliver such documentation to AUIX Shareholders.
(c) Listing . AUIX, with the assistance of Pluribus, shall use its commercially reasonable efforts to have the issuance of all of the Resulting Issuer Shares issuable pursuant to, or as a consequence of, the Amalgamation accepted by the TSXV, including entering into all applicable escrow arrangements required by the TSXV. Each Party shall provide the other with all communications sent to or received from the TSXV or any Securities Authorities in connection with the Qualifying Transaction and stock exchange listing.
(d) Preparation of Filings . AUIX and Pluribus shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all actions reasonably deemed by AUIX and Pluribus, as the case may be, to be necessary to discharge their respective obligations under applicable Laws in connection with each step of the Qualifying Transaction and all other matters contemplated in the Filing Statement and this Agreement. In furtherance of the foregoing:
(i) each of AUIX and Pluribus shall furnish to the other all such information concerning it and its securityholders (and in the case of AUIX, also concerning Subco), as may be required to effect the Qualifying Transaction and the actions described in this Article 2. Each of AUIX and Pluribus covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Qualifying Transaction will, to the their knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
(ii) each of AUIX and Pluribus shall promptly notify the other if at any time before the Qualifying Transaction Date it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement to the Filing Statement. In any such event, AUIX and Pluribus shall cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, shall cause the same to be distributed to AUIX Shareholders and Pluribus Shareholders and/or filed with the Securities Authorities.

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(e) Amalgamation Agreement . The Parties hereby acknowledge and agree that the Amalgamation Agreement to be entered into pursuant to the Act in connection with the Amalgamation shall be substantially in the form attached as Schedule A. Subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, AUIX shall cause Subco to deliver to Pluribus the duly executed Articles of Amalgamation and related documents which will be filed by Pluribus with the Director.
(f) Additional Deliveries by AUIX at Closing . In addition to all other documents required hereunder to be delivered by AUIX to Pluribus to complete the Qualifying Transaction, AUIX shall deliver to Pluribus at Closing:
(i) a certificate of status of AUIX;
(ii) a certificate of status of Subco;
(iii) a certified copy of the resolutions passed by the board of directors of AUIX approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;
(iv) a certified copy of the resolutions passed by the AUIX Shareholders approving, among other things, the Share Consolidation, the Name Change and Board Reconstitution;
(v) a certified copy of the resolutions passed by the board of directors of Subco approving the Amalgamation and certain other related matters;
(vi) a certified copy of the resolutions passed by the sole shareholder of Subco approving the Amalgamation and certain other related matters;
(vii) a certified copy of the constating documents of AUIX;
(viii) the certificates referred to in Section 8.2(a)(i) and 8.2(a)(ii);
(ix) the resignations and mutual releases referred to in Section 8.2(a)(viii) and 8.2(a)(xi);
(x) evidence that AUIX is a reporting issuer in the Reporting Jurisdictions and is not in default of any of the provisions therein; and
(xi) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.
(g) Additional Deliveries by Pluribus at Closing . In addition to all other documents required hereunder to be delivered by Pluribus to AUIX to complete the Qualifying Transaction, Pluribus shall deliver to AUIX at Closing:
(i) a certificate of status of Pluribus;
(ii) a certified copy of the resolutions passed by the board of directors of Pluribus approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;

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(iii) a certified copy of the resolution passed by the Pluribus Shareholders approving the Amalgamation;
(iv) the certificates referred to in Sections 8.3(a)(i) and8.3(a)(ii);
(v) conditional approval of the TSXV of the Qualifying Transaction;
(vi) the TSXV Escrow Agreement duly executed by those directors, officers and shareholders of Pluribus required by the policies of the TSXV to execute such agreement; and
(vii) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.

ARTICLE 3 PUBLICITY

3.1 Publicity

So long as this Agreement is in effect, AUIX and Pluribus shall advise, consult and cooperate with each other prior to issuing, or permitting any of their directors, officers, employees or agents to issue, any news release or other written public or private statement to the press with respect to this Agreement and the Qualifying Transaction contemplated hereby from the date hereof until the Qualifying Transaction Date. Each such Party shall not issue any such news release or make any such written public or private statement prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any listing agreement with a stock exchange and only after using its reasonable efforts to consult with the other Party taking into account the time constraints to which it is subject as a result of such Law or obligation.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Pluribus

Pluribus agrees that AUIX will have the benefit of all of the applicable representations and warranties that will be given by Pluribus in the Agency Agreement and further agrees that all such representations and warranties are deemed to be incorporated herein.

4.2 Representations and Warranties of AUIX

AUIX hereby represents and warrants to Pluribus, and acknowledges that Pluribus is relying upon such representations and warranties, as follows:

(a) AUIX has been duly incorporated and is validly existing under the Laws of the Province of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction with the exception of holding its annual meeting of shareholders;
(b) Subco has been duly incorporated and is validly existing under the Laws of Canada and current and up-to-date with all filings required to be made by it in such jurisdiction;
(c) AUIX and Subco have, on the Qualifying Transaction Date, full corporate power, capacity and authority to undertake all steps of the Qualifying Transaction contemplated by this Agreement and the Amalgamation Agreement and, in the case of AUIX, to carry out its

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obligations under this Agreement and the Amalgamation Agreement, and, in the case of Subco, to carry out its obligations under the Amalgamation Agreement;

(d) the authorized capital of AUIX consists of an unlimited number of AUIX Shares of which 2,000,000 AUIX Shares are issued and outstanding as at the date hereof. The authorized capital of Subco consists of an unlimited number of common shares, of which one common share will be issued to AUIX at such date;
(e) AUIX is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Reporting Jurisdictions
any requirement of the applicable securities Laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities;
(f) the issued and outstanding AUIX Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of AUIX is currently outstanding and no proceedings for such purpose are pending or, to the knowledge of AUIX, threatened (although the AUIX Shares are currently halted in accordance with the Policy following the announcement of the Qualifying Transaction);
(g) constitute AUIX's (as such term is defined in the Policy) and AUIX has to date complied with all of the requirements contained in the Policy;
(h) AUIX is the registered and beneficial owner of the only issued and outstanding common share of Subco and on such date neither AUIX nor Subco shall be a party to or have granted any agreement, warrant, option or right or privilege capable of becoming an agreement for the purchase, subscription or issuance of any securities of Subco or securities convertible into or exchangeable for any securities of Subco other than pursuant to the Amalgamation Agreement;
(i) AUIX is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, co-tenancy, joint venture or other similar jointly owned business;
(j) AUIX has no assets other than cash or cash equivalents, has not commenced any commercial operations and has not and will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a potential
(k) AUIX and Subco have, on the Qualifying Transaction Date, all requisite corporate capacity, power and authority, and possess all material certificates, authorizations, permits and licenses issued by the appropriate federal, provincial or municipal regulatory agencies or bodies necessary to conduct the business as then conducted by them and which they shall conduct and to own their assets and AUIX is, and Subco on the Qualifying Transaction Date will be, in compliance in all material respects with such certificates, authorizations, permits or licenses and not then received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, permit or license which, alone or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of AUIX and Subco, taken as a whole;
(l) each of the Documents has been, or at the Effective Time will be, duly authorized, executed and delivered by AUIX or Subco, as applicable, and this Agreement constitutes

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a legal, valid and binding obligation of AUIX, enforceable against it in accordance with its terms, subject only to any limitation under bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting the enforcement of creditors' rights generally, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(m) the entering into and the performance by AUIX of the transactions contemplated herein and in the Amalgamation Agreement:
(i) do not require any Regulatory Approval, except that which may be required under the policies of the TSXV;
(ii) will not contravene any statute or regulation of any Government Authority which is or will be binding on AUIX or Subco, as the case may be, where such contravention would materially and adversely affect the business, operations or condition (financial or otherwise) of AUIX and Subco, taken as a whole; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Governing Documents or resolutions of AUIX or Subco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which AUIX is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would materially and adversely affect the business, operations or condition (financial or otherwise) of AUIX and Subco, taken as a whole;
(n) there are no suits, actions or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of AUIX, contemplated or threatened, to which AUIX is a party or to which the property of AUIX is subject. There is not presently outstanding against AUIX any judgment, injunction, rule or order of any court, governmental department, commission, agency or arbitrator;
(o) there are no material liabilities of AUIX or Subco, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the AUIX Financial Statements, except those incurred in the ordinary course of business or pursuant to the Qualifying Transaction;
(p) the AUIX Financial Statements have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of AUIX as at such dates and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
(q) all information that has been prepared by AUIX relating to AUIX or Subco and AUIX's business, property and liabilities and either publicly disclosed or disclosed or provided to Pluribus and which will be included in the Filing Statement, including all financial and operational information, is or will be, as of the date of such information, true and correct in all material respects, and no fact or facts will have been omitted therefrom which would make such information materially misleading;
(r) all filings and fees required to be made by AUIX, and to be made by Subco, pursuant to applicable Laws have or will be made and paid and such filings were or will be true and accurate as at the respective dates thereof and AUIX has not filed any confidential

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material change reports. The Public Information Record relating to AUIX does not contain a misrepresentation at the time of filing that has not been corrected since filing;

(s) all Taxes due and payable by AUIX have been paid as required by applicable Laws or provision has been made thereof in the AUIX Financial Statements. All Tax Returns required to be made or filed by AUIX have been made or filed with all appropriate Government Authorities as and when required by applicable Laws and all such returns, declarations, withholdings, remittances and filings, as applicable, are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact of AUIX or result in a Material Adverse Change to AUIX. No examination or audit of any Tax Return of AUIX by any Government Authority is currently in progress and there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by AUIX nor has AUIX been notified in writing or otherwise of any request for such an audit or examination. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to AUIX and AUIX is not liable for, nor do any circumstances exist that would render AUIX liable for, Taxes of any other Person. AUIX is, and Subco will be, Tax Act;
(t) there is no Person acting or purporting to act at the request of AUIX who is entitled to any brokerage or finder's fee in connection with the transactions contemplated herein;
(u) since the date of its incorporation, AUIX has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing;
(v) there is not, nor will there be in respect of Subco on the Qualifying Transaction Date, in its Governing Documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which AUIX or Subco is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of AUIX or Subco or the payment of dividends by AUIX or Subco to the holders of their securities;
(w) AUIX is not, nor will Subco be on the Qualifying Transaction Date, a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;
(x) except to the extent that AUIX must comply with the policies of the TSXV, AUIX is not, nor will Subco be on the Qualifying Transaction Date, a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of such Person to compete in any line of business, or to transfer or move any of its respective assets or operations or which materially or adversely affects the business practices, operations or condition of AUIX or Subco or which would prohibit or restrict AUIX or Subco from entering into and completing the Qualifying Transaction;
(y) AUIX is not, nor will Subco be on the Qualifying Transaction Date, a party to any agreement, nor is AUIX aware of any agreement, which in any manner affects or will affect the voting control of any of the AUIX Shares, the Resulting Issuer Shares or other securities of AUIX or Subco;

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(z) AUIX has, and on the Qualifying Transaction Date Subco will have, conducted its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operations;
(aa) AUIX does not have, and Subco will not have on the Qualifying Transaction Date, any loan or other indebtedness outstanding which has been made to any of its shareholders, directors, officers or employees, past or present, or any Person with which it does not Tax Act) and
the value of consideration paid or received by AUIX or as may be paid or received by Subco in respect of the acquisition, sale or transfer or property or the provision of any for purposes of the Tax Act) has been, or will be in the case of Subco, equal to the fair market value of such property acquired, sold or transferred or services provided. AUIX has never had, and Subco will not have, any dealings with any non-resident (as such term is defined in the Tax Act) with whom it did not, at the time of such dealing, deal at Tax Act);
(bb) on or before the Qualifying Transaction Date, AUIX, Subco and their respective boards of directors and shareholders will have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance, of this Agreement and the Amalgamation Agreement;
(cc) other than Subco, AUIX has no Subsidiaries and does not own any securities issued by, or any equity or ownership interest in, any other Persons. AUIX is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons;
(dd) on the Qualifying Transaction Date, Subco will have no Subsidiaries and will not own any securities issued by, or any equity or ownership interest in, any other Persons. Subco will not be subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons.
(ee) the only officers and directors of AUIX are as hereinafter set forth:

Name Office

Roger Daher Chief Executive Officer, Chief Financial Officer, Secretary and Director Paul Pathak Director David Danziger Director

(ff) as of the date hereof, the corporate records and minute books of AUIX are, in all material respects, complete and accurate in accordance with applicable Laws;
(gg) the issued and outstanding AUIX Shares have been duly authorized, validly allotted and issued as fully paid, non-assessable shares in the capital of AUIX and in compliance in all material respects with applicable corporate and securities Laws. The Resulting Issuer Shares to be issued in connection with the Qualifying Transaction (including, without limitation, the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer Warrants) will be, at the Effective Time,

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duly authorized, validly allotted and, except with respect to the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer SR Warrants, issued as fully paid, non-assessable shares in the capital of AUIX and in compliance with applicable corporate and securities Laws;

(hh) to the knowledge of AUIX, there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the AUIX Shares, other than the CPC Escrow Agreement (as such term is defined in the Policy) between AUIX, Computershare Trust Company of Canada, as escrow agent, and certain holders of AUIX Shares;
(ii) none of the information furnished to Pluribus, its Representatives and counsel relating to AUIX, including, without limitation, all financial information, contains, to the knowledge of AUIX, any misrepresentation; and
(jj) -102) with the past or present auditors of AUIX.

4.3 Survival

The representations and warranties of each of AUIX and Pluribus contained herein shall not survive the Amalgamation.

ARTICLE 5 CONDUCT OF BUSINESS

5.1 Conduct of Business by the Parties

Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, each of AUIX and Pluribus covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated in accordance with its terms, unless the other Party shall otherwise consent in writing, such consent not to be unreasonably withheld:

(a) each of AUIX, Subco, and Pluribus shall conduct business in, and not take any action except in, the usual and ordinary course of business and consistent with past practice, and shall use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships;
(b) Other than the halt of the AUIX Shares issued in connection with announcement of the Qualifying Transaction, AUIX shall not, directly or indirectly, take any action which would be reasonably expected to result in the delisting of the AUIX Shares or the Resulting Issuer Shares from, or a suspension of trading of the AUIX Shares or the Resulting Issuer Shares on, the TSXV and shall comply, in all material respects, with the rules and policies thereof;
(c) neither AUIX nor Subco shall, directly or indirectly:
(i) amend its Governing Documents except in connection with the Share Consolidation, the Name Change and the adoption of an advance-notice bylaw;

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(ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;
(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares except in connection with (i) any options, warrants or other rights outstanding as of the date hereof, (ii) the Pluribus Private Placement, or (iii) the payment of fees payable to legal advisors in lieu of a cash payment;
(iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
(v) split, combine or reclassify any of its shares except in connection with the Share Consolidation;
(vi) reduce its stated capital; or
(vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;
(d) neither AUIX nor Subco shall, other than in accordance with this Agreement, directly or indirectly, do any of the following:
(i) sell, pledge, dispose of or encumber any assets;
(ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment either by purchase of shares or securities, contributions of capital or property transfer;
(iii) acquire any material assets;
(iv) incur any indebtedness for borrowed money, other than pursuant to existing facilities, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual or entity, or make any loans or advances, other than routine advances to their respective directors, officers or employees, and fees payable to legal and accounting advisors in the ordinary course and reasonable fees payable to legal, accounting, engineering and financial advisors in connection with the Qualifying Transaction and matters contemplated by this Agreement;
(v) enter into any transaction or material agreement not in the ordinary course of business;
(vi) authorize, recommend or propose any release or relinquishment of any material contractual right;
(vii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract, production sharing agreement, government land concession or other material document;

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(viii) enter into any agreements with its directors or officers or their respective associates (as such term is defined in the Securities Act to apply other than in respect of Part XX of the Securities Act ); or
(ix) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(e) neither AUIX nor Subco shall, directly or indirectly, enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (i) ordinary course expenditures; (ii) expenditures required by applicable Laws; (iii) expenditures made in connection with the Qualifying Transaction contemplated by this Agreement; and (iv) capital expenditures required to prevent the occurrence of a Material Adverse Change;
(f) for greater certainty, notwithstanding Section 5.1(d), AUIX will not, directly or indirectly, grant to any director or officer an increase in compensation in any form, grant any general salary increase other than in accordance with the requirements of any existing collective bargaining or union contracts, grant to any other employee any increase in compensation in any form other than routine increases in the ordinary course of business consistent with past practices, make any loan to any director or officer, or take any action with respect to the grant of any severance or termination pay arising from the Qualifying Transaction or a change of control of any Party or the entering into of any employment agreement with, any director or senior officer, or with respect to any increase of benefits payable under its current severance or termination pay policies; and
(g) neither AUIX nor Subco shall, directly or indirectly, adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or with respect to existing provisions of any such plans, programs, arrangements or agreements.

ARTICLE 6 COVENANTS

6.1 Covenants

(a) Pluribus covenants and agrees that from the date hereof, it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.1 (other than Section 4.1(e)) being untrue in any material respect at any time prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms.
(b) AUIX covenants and agrees that from the date hereof, it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.2 being untrue in any material respect at any time prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms.

6.2 Notice of Material Change

(a) From the date hereof until the earlier of the Closing or the termination of this Agreement, each Party shall promptly notify the other Party in writing of:

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(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party, taken as whole;
(ii) any change in the facts relating to any representation or warranty set out in Section 4.1, Section 4.2 or Section 4.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(b) Each of AUIX and Pluribus shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need be given to the other pursuant to this Section.

6.3 Standstill

(a) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Qualifying Transaction Date,
(ii) the date that this Agreement is terminated pursuant to Section 9.1; and
(iii) the date that any statute, rule, policy or regulation currently in existence or which shall have been proposed, enacted, promulgated or entered by any regulatory or administrative authority having jurisdiction, in the judgment of the Parties (acting reasonably), makes the transactions contemplated hereby illegal or unduly delays the closing of the Qualifying Transaction,

AUIX, Subco and Pluribus, as the case may be, will not, nor shall any of their respective Representatives, directly or indirectly, alone or jointly or in concert with any other Person (except as otherwise agreed to by the Parties):

(A) acquire or agree to acquire, or make any proposal or make any offer to acquire, in any manner, either directly or indirectly, any assets or securities of the other Parties or any Subsidiary thereof, including, without limitation, -
Act or the Securities Act ) for any securities of the other Parties (provided that the provisions hereof shall not be interpreted to prohibit the Parties or their Affiliates from continuing to conduct business with the other Parties in the ordinary course and consistent with past practice);
(B) solicit proxies from, or otherwise attempt to influence the conduct of, holders of securities of the other Parties;
(C) defined in the Securities Act with respect to the equity of the other Parties; or

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- (D) engage in any discussions or negotiations or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any third party to propose or effect any business combination, equity or asset transaction of any nature or kind with respect to the other Parties or its Affiliates, or to influence the conduct of the other Parties, its Affiliates or its directors.
(b) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Qualifying Transaction Date,
(ii) the date that this Agreement is terminated pursuant to Section 9.1, and
(iii) the date that any statute, rule, policy or regulation currently in existence or which shall have been proposed, enacted, promulgated or entered by any regulatory or administrative authority having jurisdiction, in the judgment of the Parties (acting reasonably), makes the transactions contemplated hereby illegal or unduly delays the closing of the Qualifying Transaction,

neither Party hereto will provide or cause to be provided any information with respect to itself or its Subsidiaries, or directly or indirectly solicit, initiate, entertain or consider any offer, negotiation or expression of intent or in any manner encourage, recommend or agree to any proposal or offer of any other potential transaction or otherwise cooperate with, assist or participate in, facilitate or encourage any effort or attempt with respect to:

(A) the sale or issuance of any shares or securities convertible into shares of the Party or its Subsidiaries other than as herein otherwise contemplated or pursuant to the exercise of presently outstanding options or share purchase warrants, without the prior written consent of the other Party;
(B) the sale, disposition or exchange of assets of the Party or its Subsidiaries outside of the ordinary course of business without the prior written consent of the other Party; or
(C) the entering into of any material agreement or understanding outside of the ordinary course of business of the Party, including a Material Event, without the prior written consent of the other Party;

provided, however, that nothing contained herein shall prohibit a Party from (i) satisfying obligations under existing contractual obligations; (ii) in the case of AUIX, completing the Share Consolidation, (iii) completing the Qualifying Transaction; (iv) making another proposal to the board of directors of the other Party relating to a business combination, equity or asset transaction between the Parties, so long as such proposal is made with the consent of the other Party to any such proposal being made; (v) responding as required by law to any unsolicited submission or proposal regarding any acquisition or disposition of assets, an unsolicited take-over bid or proposal to amalgamate, merge or effect an arrangement or any unsolicited acquisition proposal generally or make any disclosure required to its shareholders with respect thereto which, in the judgment of the board of directors acting reasonably or upon the advice of counsel, is required under applicable Laws; and (vi) engaging in discussions with financial institutions or investment bankers. Each of the Parties acknowledges that any such procedures are subject to Section 12.1 hereof and will not be contested by the other Party, whether by way of judicial or regulatory process or otherwise.

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6.4 Other Covenants

(a) Each of the Parties covenants and agrees that it shall:
(i) use all commercially reasonable efforts to consummate the Qualifying Transaction and all matters described in the Filing Statement, including, in respect of AUIX, the incorporation of Subco, subject only to the terms and conditions hereof and thereof; and
(ii) use all commercially reasonable efforts to obtain all required Regulatory Approvals.
(b) Each of the Parties covenants and agrees that it shall not:
(i) other than in connection with the Share Consolidation, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities, except as contemplated hereby; and
(ii) other than in connection with the Qualifying Transaction, reorganize, amalgamate or merge with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of, or otherwise acquire, any business or Person which acquisition or other transaction would reasonably be expected to prevent, materially delay or materially alter the Qualifying Transaction as contemplated herein.

6.5 Subco Shareholder Meeting

AUIX, as sole shareholder of Subco, shall waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and shall sign a resolution in writing of the sole shareholder of Subco approving the Amalgamation.

ARTICLE 7 MUTUAL COVENANTS

7.1 Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under any securities Laws, the rules and policies of the TSXV or any other applicable Laws relating to the Qualifying Transaction.

7.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable by April 2, 2022 the Qualifying Transaction as contemplated in this Agreement and to cooperate with each other in connection with the foregoing, including, as applicable, using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;

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(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Qualifying Transaction;
(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Qualifying Transaction; and
(d) to effect all necessary registrations and other filings and submissions of information requested by Government Authorities.

ARTICLE 8 CONDITIONS

8.1 Mutual Conditions Precedent

(a) The respective obligations of AUIX and Pluribus to complete each step of the Qualifying Transaction contemplated by this Agreement shall be subject to the satisfaction, on or before the Qualifying Transaction Date, of the following conditions precedent, each of which may be waived only by the mutual consent of AUIX and Pluribus:
(i) the Parties shall have received all necessary Regulatory Approvals and such other court and third party consents, orders (both interim and final), approvals and authorizations as may be required in respect of the Qualifying Transaction, the Share Consolidation and the Name Change, including, but not limited to, receipt of all necessary approvals from the TSXV for the listing thereon of the Resulting Issuer Shares issuable in connection with the Amalgamation (as required by Section 8.1(a)(iv)) and the other transactions contemplated hereby, all such consents and approvals to be on terms and conditions acceptable to the Parties;
(ii) the requisite approval of the AUIX Shareholders of the Share Consolidation, the Name Change, and the Board Reconstitution shall have been obtained in accordance with applicable Laws;
(iii) AUIX shall have completed the Share Consolidation and the Name Change;
(iv) the Resulting Issuer Shares to be issued upon completion of the Amalgamation and the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer Warrants shall have been accepted for listing by the TSXV, subject to AUIX fulfilling the TSXV's usual and ordinary listing requirements, and each of AUIX and Pluribus shall be satisfied, acting reasonably, that the conditions set forth in the TSXV conditional approval will be met as of or within a reasonable period of time after the Qualifying Transaction Date;
(v) the requisite approval of the Pluribus Shareholders of the Amalgamation shall have been obtained in accordance with applicable Laws;
(vi) if required, the TSXV Escrow Agreement shall have been entered into with all of the Persons required to be parties thereto under the policies of the TSXV;
(vii) the Pluribus Preferred Share Redemption shall have been completed;

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(viii) no Material Event shall have occurred or been threatened with respect to the business, property, assets, prospects or financial and operational condition of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party, between the date hereof and the Qualifying Transaction Date;
(ix) this Agreement shall not have been terminated pursuant to Article 9; and
(x) no act, action, suit or proceeding shall have been threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private Person in Canada, the United States or elsewhere, and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, the effect of which is to cease trade, enjoin, prohibit or impose material limitations or conditions on either of the Parties or which, if the Qualifying Transaction were completed, would be a Material Adverse Change to AUIX on a consolidated basis.
(b) If any of the above conditions shall not have been satisfied or waived by the Parties on or before Closing or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

8.2 Additional Conditions Precedent to the Obligations of Pluribus

(a) The obligations of Pluribus to complete the Qualifying Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Qualifying Transaction Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Pluribus and may be waived by Pluribus and any one or more of which, if not satisfied or waived, will relieve Pluribus of any obligation under this Agreement):
(i) the representations and warranties of AUIX set forth in this Agreement that are qualified by materiality or Material Adverse Change qualifications shall be true and correct in all respects and all other representations and warranties of AUIX set forth in this Agreement shall be true and correct in all material respects except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a Material Adverse Change, in each case as of the Qualifying Transaction Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, and AUIX shall have delivered a certificate confirming same to Pluribus, executed by a senior officer of AUIX, (without personal liability), addressed to Pluribus and dated the Qualifying Transaction Date;

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(ii) AUIX shall have fulfilled or complied in all respects with its covenants and obligations of contained in this Agreement to be fulfilled or complied with by it on or prior to the Qualifying Transaction Date, and AUIX shall have delivered a certificate confirming same to Pluribus, executed by a senior officer of AUIX (without personal liability), addressed to Pluribus and dated the Qualifying Transaction Date;
(iii) AUIX shall have delivered to Pluribus written confirmation of unaudited assets of AUIX as of the Qualifying Transaction Date represented by cash net of all liabilities, whether accrued, contingent or otherwise, which amount shall not be less than $577,000 less the Pre-Closing Expenses;
(iv) without the written consent of Pluribus, AUIX shall not have incurred more than $150,000 in Pre-Closing Expenses unless Pluribus provides prior written consent to any Pre-Closing Expenses in excess of such limit;
(v) there will be no greater than 251,852 Consolidated AUIX Shares in the aggregate issued and outstanding or and no greater than 50,370 Consolidated AUIX Shares reserved for issue pursuant to outstanding securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Consolidated AUIX Shares;
(vi) and neither AUIX nor its shares shall be the subject of any cease trade order in any jurisdiction;
(vii) the board of directors of AUIX and Subco and the holders of AUIX Shares and Subco Shares shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the consummation of the Qualifying Transaction and the transactions contemplated therewith (including, without limitation, the Amalgamation);
(viii) the resignation of each of the directors and officers of AUIX and Subco, as directed by Pluribus, shall have been tendered, respectively;
(ix) the completion of the Share Consolidation, Name Change and Board Reconstitution;
(x) the satisfactory completion of due diligence investigations of AUIX and Subco; and
(xi) mutual releases, in form satisfactory to Pluribus, acting reasonably, of each of the directors and officers of AUIX and Subco shall have been delivered to AUIX and Subco, as applicable
(b) If any of the above conditions in Section 8.2(a) shall not have been complied with or waived by Pluribus on or before Closing, then Pluribus may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Pluribus. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by Pluribus of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Pluribus shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

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8.3 Additional Conditions Precedent to the Obligations of AUIX

(a) The obligations of AUIX to complete the Qualifying Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Qualifying Transaction Date, of each of the following conditions precedent (each of which is for the exclusive benefit of AUIX and may be waived by AUIX and any one or more of which, if not satisfied or waived, will relieve AUIX of any obligation under this Agreement):
(i) the representations and warranties of Pluribus set forth in this Agreement that are qualified by materiality or Material Adverse Change qualifications shall be true and correct in all respects and all other representations and warranties of Pluribus set forth in this Agreement shall be true and correct in all material respects except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a Material Adverse Change, in each case as of the Qualifying Transaction Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, and Pluribus shall have delivered a certificate confirming same to AUIX, executed by a senior officer of Pluribus (without personal liability), addressed to AUIX and dated the Qualifying Transaction Date;
(ii) Pluribus shall have fulfilled or complied in all respects with its covenants and obligations of contained in this Agreement to be fulfilled or complied with by it on or prior to the Qualifying Transaction Date, and Pluribus shall have delivered a certificate confirming same to AUIX, executed by a senior officer of Pluribus (without personal liability), addressed to AUIX and dated the Qualifying Transaction Date;
(iii) Pluribus as required by the TSXV, shall have delivered to the TSXV a duly completed Form 2A Personal Information Form for each of the proposed Insiders (as such term is defined in the TSXV Corporate Finance Manual) of the Resulting Issuer pending completion of the Amalgamation and for such other persons as may be required by the TSXV;
(iv) Pluribus shall have delivered to the TSXV a duly completed Sponsor Report (as such term is defined in the TSXV Corporate Finance Manual) if so required by the TSXV;
(v) on completion of the Amalgamation, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV;
(vi) the board of directors of Pluribus and the Pluribus Shareholders shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the Amalgamation; and
(vii) the termination of the Pluribus Shareholder Agreement; and
(viii) Dissent Rights shall not have been exercised by Pluribus Shareholders in respect of a total number of Pluribus Shares which exceeds 5% of the outstanding Pluribus Shares immediately prior to the Effective Time.

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(b) If any of the above conditions in Sections 8.3(a) shall not have been complied with or waived by AUIX on or before Closing, AUIX may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by AUIX. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by AUIX of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, AUIX shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

ARTICLE 9 TERMINATION

9.1 Termination

This Agreement may be terminated by written notice promptly given by a Party to the other Party at any time prior to the Qualifying Transaction Date:

(a) by mutual agreement in writing by the Parties;
(b) in the event that the Qualifying Transaction Date has not occurred by April 2, 2022, unless the failure to complete the Qualifying Transaction by such date is the result, directly or indirectly, of a breach of this Agreement by the Party seeking to terminate the Agreement, in which case this Agreement shall not be terminated pursuant to this Section 9.1(b); or
(c) as set forth in Sections 8.1, 8.2, and 8.3 of this Agreement.

9.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 9.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligations on the part of the Parties hereunder except as set forth in this Section 9.2, Section 12.3 and Section 12.11 hereof, which provisions shall survive the termination of this Agreement.

ARTICLE 10 DISSENTING SHAREHOLDERS

10.1 Dissenting Pluribus Shareholders

On the earlier of the Qualifying Transaction Date, the making of an agreement between a Dissenting Pluribus Shareholder and Pluribus for the purchase of their Dissenting Pluribus Shares or the pronouncement of a court order pursuant to Section 190 of the Act, a Dissenting Pluribus Shareholder shall cease to have any rights as an Pluribus Shareholder other than the right to be paid the fair value of its Dissenting Pluribus Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting Pluribus Shares which are held by a Dissenting Pluribus Shareholder shall not be exchanged for Resulting Issuer Shares on the Qualifying Transaction Date as provided in Section 2.1 hereof. However, in the event that a Dissenting Pluribus Shareholder fails to perfect or effectively withdraws the Dissenting Pluribus Shareholder's claim Section 190 of the Act or otherwise forfeits the Dissenting Pluribus Shareholder's right to make a claim under Section 190 of the Act, as applicable, the Dissenting Pluribus Shareholder's Dissenting Pluribus Shares shall thereupon be deemed to have been exchanged as of the Qualifying Transaction Date for Resulting Issuer Shares on the basis set forth in Section 2.1 hereof.

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ARTICLE 11 CLOSING

11.1 Closing

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of Pluribus' counsel, Miller Thomson LLP, at 10:00 a.m. (Toronto time) on the Qualifying Transaction Date.

ARTICLE 12 GENERAL

12.1 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.
(b) All information provided to or received by the parties hereunder shall be treated as Confidential Information
Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an affiliate of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any Governmental authority or judicial authority.

12.2 Notices

Any notice or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by electronic transmission, in each case to the applicable address set out below:

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(a) If to AUIX :

[REDACTED]

(b) If to Pluribus :

[REDACTED]

Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by electronic transmission, provided that such day in either event is a Business Day and the communication is so delivered or sent prior to 5:00 p.m. at the place of receipt on such day. Otherwise, such communication shall be deemed to have been given or made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given or made and to have been received on the fifth (5th) Business Day following the mailing thereof. Any Party may from time to time change its address under this Section 12.2 by notice to the other Party given in the manner provided by this Section. No Party shall prevent, hinder or delay or attempt to prevent, hinder or delay the service on that Party of a notice or other communication relating to this Agreement.

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12.3 Costs and Expenses

Each Party shall pay its own costs and expenses in connection with the completion of the Qualifying Transaction, including all legal and accounting fees and disbursements relating to the preparation of the transaction documents; provided, however, that Pluribus shall be responsible for all costs and fees payable to the TSXV in connection with its review of the Qualifying Transaction, all listing fees incurred or to be incurred in connection with the Qualifying Transaction and all costs and fees associated with the preparation and filing of a Filing Statement or information circular, as may be required by the TSXV.

12.4 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other Party, but without further consideration, perform or cause to be performed all such further acts and execute and deliver or cause to be executed and delivered all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

12.5 Time

For every provision in this Agreement, time is of the essence in all respects.

12.6 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and shall supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof, including, without limitation, the letter agreement dated July 20, 2021, as amended, between AUIX and Pluribus. There are no representations, warranties, conditions, covenants or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. The Schedules attached hereto form an integral part of this Agreement.

12.7 Amendment

This Agreement may, at any time on or before the Qualifying Transaction Date, be amended by mutual agreement of the Parties, provided, however, that this Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties.

12.8 Waiver

A Party may: (i) extend the time for the performance by the other Party of the obligations owed to it; (ii) waive compliance with the other Party's agreements or the fulfillment of any of its conditions contained herein; or (iii) waive inaccuracies in the other Party's representations or warranties owed to it and contained herein or in any document delivered by such other Party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Any waiver by a Party of any one or more of the conditions in its favour herein shall be without prejudice to its right to terminate this Agreement in respect of any other non-fulfilment of any other condition.

12.9 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either Party hereto without the prior written consent of the other Party.

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12.10 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision or part of this Agreement which is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity, legality or enforceability of such provision or part in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not fundamentally changed. Upon such determination that any provision or part of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.11 Governing Law

This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the address of a Party set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against such Party in such court. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

12.12 Counterparts

This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement email or other electronic means shall be deemed to be equivalent to the delivery of an original executed copy thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , this Agreement has been duly executed by the parties hereto as of the date first written above.

AUMENTO CAPITAL IX CORP.

[SIGNATURE REDACTED] Per: Name: Roger Daher Title: President and CEO

PLURIBUS TECHNOLOGIES INC.

[SIGNATURE REDACTED] Per: Name: Simon Giannakis Title: CFO

56137706.2

SCHEDULE A AMALGAMATION AGREEMENT

See attached.

56137706.2

DocuSign Envelope ID: DD12E2D8-5209-4004-863F-83AF78A7524F

AMALGAMATION AGREEMENT

THIS AGREEMENT made as of the [●] day of [●], [●]

BETWEEN :

AUMENTO CAPITAL IX CORP ., a corporation incorporated under the laws of the Province of Ontario (“ AUIX ”)

and –

13515630 CANADA INC. a corporation existing under the laws of Canada as a wholly owned subsidiary of AUIX (“ Subco ”)

and –

PLURIBUS TECHNOLOGIES INC. , a corporation existing under the laws of Canada (“ Pluribus ”)

WHEREAS Subco is a wholly-owned subsidiary of AUIX and has not carried on an active business;

AND WHEREAS Pluribus and Subco agreed to amalgamate pursuant to the provisions of the Act on the terms and subject to the conditions set forth herein;

AND WHEREAS AUIX and Pluribus parties to the Business Combination Agreement which contemplates the Amalgamation;

AND WHEREAS on the Amalgamation of Subco and Pluribus, pursuant to the provisions of the Act, among other things, the holders of outstanding Pluribus Shares will receive AUIX Shares in accordance with the Exchange Ratio;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Amalgamation Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “ Act ” means the Canada Business Corporations Act , as from time to time amended or re- enacted;
(b) “ Agency Agreement ” means the agency agreement dated [●] entered into in respect of the Pluribus Subscription Receipt Offering among Pluribus, AUIX and the agents referred to therein;
(c) “ Amalco ” means the corporation formed upon the amalgamation of the Amalgamating Corporations pursuant to the Amalgamation;

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DocuSign Envelope ID: DD12E2D8-5209-4004-863F-83AF78A7524F

(d) “ Amalco Shares ” means the common shares in the capital of Amalco which Amalco will be authorized to issue upon completion of the Amalgamation;
(e) “ Amalgamating Corporations ” means, collectively, Subco and Pluribus;
(f) “ Amalgamation ” means the amalgamation of the Amalgamating Corporations pursuant to the provisions of the Act as contemplated by this Amalgamation Agreement;
(g) “ Amalgamation Agreement ” means this amalgamation agreement, including any exhibits attached hereto, as amended or supplemented from time to time;
(h) “ Articles of Amalgamation ” means the articles of amalgamation providing for the Amalgamation to be filed with the Director by the Amalgamating Corporations in order to effect the Amalgamation pursuant to subsection 185(1) of the Act, in the form annexed hereto as Exhibit A;
(i) “ AUIX” means Aumento Capital IX Corporation, a corporation incorporated pursuant to the laws of the Province of Ontario;
(j) “ AUIX Shares ” means the common shares in the capital of AUIX, as presently constituted on the date hereof;
(k) “ AUIX Replacement Options ” means options to acquire AUIX Shares to be issued in replacement of the Pluribus Options outstanding immediately prior to the Effective Time;
(l) “ AUIX Replacement Warrants ” means warrants to acquire AUIX Shares to be issued in replacement of the Pluribus Warrants outstanding immediately prior to the Effective Time, each AUIX Replacement Warrant entitling the holder thereof to purchase one AUIX Share at a price equal to the quotient arrived at by dividing the original exercise price per Pluribus Share of each such Pluribus Warrant immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Pluribus Warrant being replaced by a AUIX Replacement Warrant, in accordance with its terms;
(m) “ AUIX Replacement SR Agents’ Warrants ” means warrants to acquire AUIX Shares to be issued in replacement of the Pluribus SR Agents’ Warrants outstanding immediately prior to the Effective Time, each AUIX Replacement SR Agents’ Warrant entitling the holder thereof to purchase one AUIX Share at a price of $6.75 at any time prior to the date that is two years following the date that the escrow release conditions in respect of the Pluribus Subscription Receipt Offering are satisfied;
(n) “ Business Combination Agreement ” means the business combination agreement dated December 1, 2021 between AUIX and Pluribus, including any schedules attached thereto, as amended or supplemented from time to time in accordance with the provisions thereof;
(o) “ Business Day ” means any day other than a Saturday or Sunday or a day recognized as a holiday in Toronto, Ontario;
(p) “ Certificate of Amalgamation ” means the certificate of amalgamation issued by the Director on receipt of the Articles of Amalgamation pursuant to subsection 185(4) of the Act;
(q) “ Director ” means the Director appointed under section 260 of the Act;

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DocuSign Envelope ID: DD12E2D8-5209-4004-863F-83AF78A7524F

(r) “ Dissenting Pluribus Shareholder ” means a registered Pluribus Shareholder who, in connection with the Pluribus Approval, has exercised the right to dissent pursuant to Section 190 of the Act, in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Pluribus Shares and who has not withdrawn the notice of the exercise of such right as permitted by the Act;
(s) “ Dissenting Pluribus Shares” means the Pluribus Shares held by Dissenting Pluribus Shareholders;
(t) “ Effective Date ” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation;
(u) “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date;
(v) “ Exchange Ratio ” means the exchange of Pluribus Shares for AUIX Shares on the basis of 7.42 AUIX Shares for one (1) Pluribus Share;
(w) “ fair value ” where used in relation to a Pluribus Share held by a Dissenting Pluribus Shareholder, means fair value as determined by a court under Section 190 of the Act, with respect to the Amalgamation, or as agreed between Pluribus and the Dissenting Pluribus Shareholder;
(x) “ Former Pluribus Optionholders ” means, following the Effective Time, the holders of Pluribus Options immediately prior to the Effective Time;
(y) “ Former Pluribus Shareholders ” means, following the Effective Time, the Pluribus Shareholders immediately prior to the Effective Time;
(z) “ Former Pluribus SR Agents’ Warrantholders ” means, following the Effective Time, the holders of Pluribus SR Agents’ Warrants immediately prior to the Effective Time;
(aa) “ Former Pluribus Warrantholders ” means, following the Effective Time, the holders of Pluribus Warrants immediately prior to the Effective Time;
(bb) “ In-The-Money Amount ” in respect of a Pluribus Option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;
(cc) “Pluribus” means Pluribus Technologies Inc., a corporation incorporated pursuant to the laws of Canada;
(dd) “ Pluribus Approval ” means a special meeting of the Pluribus Shareholders to be held in order to seek shareholder approval for the Amalgamation or a unanimous shareholder resolution passed in lieu of a meeting of Pluribus Shareholders;
(ee) “ Pluribus Class A Common Shares ” means Class “A” common shares in the capital of Pluribus, issuable in series;
(ff) “ Pluribus Class B Common Shares ” means Class “B” common shares in the capital of Pluribus;
(gg) “Pluribus Options” means the outstanding options of Pluribus at the Effective Date;

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(hh) “ Pluribus Series 1 Common Shares ” means Series 1 Pluribus Class A Common Shares in the capital of Pluribus;
(ii) “ Pluribus Series 2 Common Shares ” means Series 2 Pluribus Class A Common Shares in the capital of Pluribus;
(jj) “ Pluribus Shareholder ” means a holder of Pluribus Shares from time to time, and “ Pluribus Shareholders ” means all of such holders;
(kk) “ Pluribus Shares ” means, collectively, the Pluribus Class A Common Shares, the Pluribus Series 1 Common Shares, the Pluribus Series 2 Common Shares and the Pluribus Class B Common Shares;
(ll) “ Pluribus SR Agents’ Warrants ” means [●]warrants of Pluribus, comprised of broker warrants of Pluribus and advisory warrants of Pluribus, issued to the agents pursuant to the Agency Agreement in connection with the Pluribus Subscription Receipt Offering, each such warrant entitling the holder thereof to purchase 0.134471 of one Pluribus Series 1 Common Share at a price of $6.75 at any time prior to the date that is two years following the date that the escrow release conditions in respect of the Pluribus Subscription Receipt Offering are satisfied;
(mm) “ Pluribus Subscription Receipt Offering ” means the sale of $[●] worth of Pluribus Subscription Receipts on a private placement basis pursuant to the Subscription Receipt Agreement at a price of $6.75 per Pluribus Subscription Receipt;
(nn) “ Pluribus Subscription Receipts ” means the subscription receipts to be issued under the Pluribus Subscription Receipt Offering and pursuant to the terms of the Subscription Receipt Agreement, each such Pluribus Subscription Receipt being automatically converted into 0.134771 Pluribus Series 1 Common Share immediately prior to the Effective Time, subject to the escrow release conditions set out in the Subscription Receipt Agreement;
(oo) “ Pluribus Warrants ” means the outstanding warrants of Pluribus at the Effective Date, excluding the Pluribus SR Agents’ Warrants;
(pp) “ Share Consolidation ” means the proposed consolidation of AUIX Shares prior to the Effective Time on the basis of one new AUIX Shares for every 7.94118 old AUIX Share outstanding;
(qq) “ Subco ” means the company to be incorporated by AUIX pursuant to the federal laws of Canada and that will be a wholly-owned subsidiary of AUIX;
(rr) “ Subscription Receipt Agreement ” means a subscription receipt agreement to be entered into between Pluribus, the subscription receipt agent and , providing for the issuance of the Pluribus Subscription Receipts; and
(ss) “ Transfer Agent ” means TSX Trust Company, the registrar and transfer agent for the AUIX Shares.

In addition, words and phrases used (but not defined) herein and defined in the Act shall have the same meaning herein as in the Act unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

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The division of this Amalgamation Agreement into articles and sections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amalgamation Agreement. The terms “this Amalgamation Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Amalgamation Agreement and the exhibits attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number, Gender and Persons

In this Amalgamation Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing gender shall include all genders, and the word “person” and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder by any party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

Any reference in this Amalgamation Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and every statute or regulation that supplements or supersedes such statute or regulations.

ARTICLE II AGREEMENT TO AMALGAMATE

2.1 Amalgamation

The Amalgamating Corporations hereby agree to amalgamate pursuant to section 181 of the Act as of the Effective Date and to continue as one corporation upon the terms and subject to the conditions contained in this Amalgamation Agreement.

2.2 Business Combination Agreement

This Amalgamation Agreement is made pursuant to, is subject to the provisions of and forms part of the Business Combination Agreement.

ARTICLE III THE AMALGAMATION

3.1 The Amalgamation

At the Effective Time, the following shall occur without any further act or formality:

(a) the amalgamation of the Amalgamating Corporations and their continuance as one corporation, Amalco, shall become effective, and
(i) the property of each of the Amalgamating Corporations shall continue to be the property of Amalco;

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(ii) Amalco shall continue to be liable for the all obligations of each of the Amalgamating Corporations;
(iii) an existing cause of action, claim or liability to prosecution shall be unaffected;
(iv) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may be continued to be prosecuted by or against Amalco;
(v) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco; and
(vi) the Articles of Amalgamation shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco;
(b) each Pluribus Share outstanding immediately prior to the Effective Time held by a Dissenting Pluribus Shareholder will become an entitlement to be paid the fair value of such share;
(c) each Pluribus Share (other than those held by Dissenting Pluribus Shareholders) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the Former Pluribus Shareholder of such Pluribus Share shall receive (subject to Section 3.2 3.1(j)) such number of fully paid and non-assessable AUIX Shares issued by AUIX as is equal to the Exchange Ratio, provided that notwithstanding the foregoing holders of Pluribus Subscription Receipts immediately prior to the conversion thereof shall receive one fully paid and non-assessable AUIX Share issued by AUIX in respect of each one Pluribus Subscription Receipt held;
(d) each common share of Subco outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one Amalco Share to AUIX;
(e) as consideration for the issuance by AUIX of AUIX Shares to Pluribus Shareholders to effect the Amalgamation, Amalco will issue to AUIX one Amalco Share for each AUIX Share so issued;
(f)
Amalco will be a wholly-owned subsidiary of AUIX;
(g) the property, rights and interests of each of Subco and Pluribus shall continue to be the property, rights and interests of Amalco and Amalco shall continue to be liable for the liabilities and obligations of each of Subco and Pluribus;
(h) each Pluribus Option held by a Former Pluribus Optionholder outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 3.2) for such number of AUIX Replacement Options issued by AUIX as is equal to the Exchange Ratio, and, upon such exchange, all Pluribus Options will be cancelled. The exercise price of the AUIX Replacement Options will be equal to the exercise price of the Pluribus Options immediately prior to the Effective Time divided by the Exchange Ratio. The vesting schedule, expiry time and other terms of the AUIX Replacement Options will be the same as the vesting schedule, expiry time and other terms, respectively, of the Pluribus Options immediately prior to the Effective Time. In respect of Pluribus Options held by option holders who acquired such Pluribus Options by virtue of their employment, the exercise price of a AUIX Replacement Option will be increased, if necessary, so that the In-The-

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Money Amount of the AUIX Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Pluribus Option immediately before the exchange;

(i) each Pluribus Warrant held by a Former Pluribus Warrantholder outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 3.2) for such number of AUIX Replacement Warrants issued by AUIX as is equal to the Exchange Ratio and, upon such exchange, all Pluribus Warrants will be cancelled. The exercise price of the AUIX Replacement Warrants will be equal to the exercise price of the Pluribus Warrants immediately prior to the Effective Time divided by the Exchange Ratio. The expiry time and other terms of the AUIX Replacement Warrants will be the same as the expiry time and other terms, respectively, of the Pluribus Warrants immediately prior to the Effective Time; and
(j) each Pluribus SR Agents’ Warrant held by a Former Pluribus SR Agents’ Warrantholder outstanding immediately prior to the Effective Time shall be exchanged for one AUIX Replacement SR Agents’ Warrant issued by AUIX and, upon such exchange, all Pluribus SR Agents’ Warrants will be cancelled. The exercise price of the AUIX Replacement SR Agents’ Warrants will be equal to the exercise price of the Pluribus SR Agents’ Warrants immediately prior to the Effective Time.

3.2 No Fractional Securities

Following the Effective Time, if the aggregate number of AUIX Shares, AUIX Replacement Options, AUIX Replacement Warrants or AUIX Replacement SR Agents’ Warrants to which a Former Pluribus Shareholder, a Former Pluribus Optionholder, a Former Pluribus Warrantholder or a Former Pluribus SR Agents’ Warrantholder, respectively, would otherwise be entitled pursuant to Section 3.1(c), Section 3.1(h), Section 3.1(i) and Section 3.1(j), respectively, is not a whole number, then the number of AUIX Shares, AUIX Replacement Options, AUIX Replacement Warrants or AUIX Replacement SR Agents’ Warrants, as the case may be, shall be rounded down to the next whole number and no compensation will be paid to the Former Pluribus Shareholder, the Former Pluribus Optionholder, the Former Pluribus Warrantholder or the Former Pluribus SR Agents’ Warrantholder in respect of such fractional AUIX Share, AUIX Replacement Option, AUIX Replacement Warrant or AUIX Replacement SR Agents’ Warrant.

3.3 Post-Effective Time Procedures

Subject to the provisions of Article V hereof, Former Pluribus Shareholders, Former Pluribus Optionholders, Former Pluribus Warrantholders or Former Pluribus SR Agents’ Warrantholders shall be entitled to receive delivery of the certificates or direct registration statements, as applicable, representing the AUIX Shares, AUIX Replacement Options, AUIX Replacement Warrants or AUIX Replacement SR Agents’ Warrants, respectively, to which they are entitled pursuant to Section 3.1(c), Section 3.1(h), Section 3.1(i) and Section 3.1(j) hereof, respectively.

ARTICLE IV AMALCO

4.1 Name

The name of Amalco shall be “[●]”.

4.2 Registered Office

The registered office of Amalco shall be situated in the Province of Ontario and located at ●

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4.3 Authorized Capital

Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares).

4.4 Share Provisions

The rights, privileges, restrictions and conditions attaching to the Amalco Shares shall be as set out in the Articles of Amalgamation attached hereto as Exhibit A.

4.5 Restrictions on Transfer

There shall be restrictions upon the right to transfer shares of Amalco and the approval of either the directors of Amalco or the shareholders of Amalco (by resolution passed at a meeting or by signed resolution) shall be required in respect of each transfer.

4.6 Stated Capital

At the Effective Time, Amalco shall add to the stated capital account maintained by Amalco for the Amalco Shares an amount equal to the paid-up capital (within the meaning of the Income Tax Act (Canada)) attributed to the common shares of Subco and the Pluribus Shares (other than Pluribus Shares held by Dissenting Pluribus Shareholders), determined immediately before the Amalgamation.

At the Effective Time, AUIX shall add to the stated capital account maintained by AUIX for AUIX Shares, an amount equal to the paid-up capital (within the meaning of the Income Tax Act (Canada)) attributed to the Pluribus Shares (other than Pluribus Shares held by Dissenting Pluribus Shareholders), determined immediately before the Amalgamation.

4.7 Directors

(a) Minimum and Maximum . The directors of Amalco shall, until otherwise changed in accordance with the Act, consist of a minimum number of one and a maximum number of ten directors.
(b) Initial Directors . The number of directors of Amalco shall initially be set at [●]. The initial directors of Amalco immediately following the Amalgamation shall be the persons whose names and addresses appear below:

Name Address [●] [●] [●] [●] [●] [●]

The initial directors shall hold office from the Effective Date until the first annual meeting of the shareholders of Amalco or until their successors are elected or appointed.

4.8 Business

There shall be no restrictions on the businesses that Amalco is authorized to carry on.

4.9 Other Provisions

Subject to the provisions of the Act, the following provisions shall apply to Amalco:

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(a) The right to transfer securities of Amalco (other than non-convertible debt securities of Amalco) shall be restricted in that no holder of such securities shall be entitled to transfer any securities without either:
(i) the consent of the directors of the Amalco expressed by a resolution passed at a meeting of those directors, or a resolution in writing signed by all of them; or
(ii) the consent of the shareholders of Amalco, expressed by a resolution passed at a meeting of those shareholders, or a resolution in writing signed by all of those shareholders entitled to vote on that resolution.
(b) The directors may, between annual meetings of shareholders, appoint one or more additional directors of Amalco to serve until the next annual meeting of shareholders, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last meeting of the shareholders of Amalco.

4.10 By-Laws

The by-laws of Amalco, until repealed, amended or altered, shall be the by-laws of Pluribus.

ARTICLE V DELIVERY OF AUIX SECURITIES

5.1 Delivery of AUIX Shares

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Date, AUIX, directly or indirectly, shall issue or caused to be issued direct registration statements or certificates representing the appropriate number of AUIX Shares to the Former Pluribus Shareholders (other than Dissenting Pluribus Shareholders), certain of which AUIX Shares shall be subject to restrictions on resale, and the certificates or direct registration statements in respect thereof shall be affixed with legends to such effect, all in the manner more particularly set out in the Agency Agreement.
(b) After the Effective Time, each certificate which immediately prior to the Effective Time represented one or more Pluribus Shares held by a Former Pluribus Shareholder shall cease to represent any claim upon or interest in Pluribus, as applicable, other than the right of the holder to receive in exchange therefor the number of AUIX Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

5.2 Delivery of AUIX Replacement Options

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Date, AUIX shall deliver to each Former Pluribus Optionholder, a certificate representing or option agreement in respect of the AUIX Replacement Options which such holder is entitled to receive in accordance with Section 3.3 hereof, which AUIX Replacement Options shall be subject to restrictions on resale, and the certificates or direct registration statements in respect thereof shall be affixed with legends to such effect, all in the manner more particularly set out in the Agency Agreement.

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(b) AUIX shall take all corporate action necessary to reserve for issue a sufficient number of AUIX Shares for delivery upon exercise of the AUIX Replacement Options in accordance with their terms. AUIX shall use all commercially reasonable efforts to cause the AUIX Shares issuable upon the exercise of the AUIX Replacement Options to be listed on each stock exchange, if any, on which AUIX Shares are then listed and posted for trading.

5.3 Delivery of AUIX Replacement Warrants

(a) Upon surrender to Pluribus for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Pluribus Warrants in consideration for which the holder is entitled to receive AUIX Replacement Warrants in accordance with Section 3.1(i) hereof, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and AUIX shall deliver to such holder following the Effective Time, a certificate representing the AUIX Replacement Warrants which such holder is entitled to receive in accordance with Section 3.3 hereof, which AUIX Replacement Warrants shall be subject to restrictions on resale, and the certificates or direct registration statements in respect thereof shall be affixed with legends to such effect, all in the manner more particularly set out in the Agency Agreement.
(b) After the Effective Time and until surrendered to AUIX for cancellation as contemplated by Section 5.3(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Pluribus Warrants held by a Former Pluribus Warrantholder shall cease to represent any claim upon or interest in Pluribus other than the right of the holder to receive in exchange therefor a certificate representing the AUIX Replacement Warrants to which it is entitled pursuant to the terms hereof and the Amalgamation.
(c) Upon surrender to Pluribus for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Pluribus SR Agents’ Warrants in consideration for which the holder is entitled to receive AUIX Replacement SR Agents’ Warrants in accordance with Section 3.1(j) hereof, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and AUIX shall deliver to such holder following the Effective Time, a certificate representing the AUIX Replacement SR Agents’ Warrants which such holder is entitled to receive in accordance with Section 3.3 hereof.
(d) After the Effective Time and until surrendered to AUIX for cancellation as contemplated by Section 5.3(c) hereof, each certificate which immediately prior to the Effective Time represented one or more Pluribus SR Agents’ Warrants held by a Former Pluribus SR Agents’ Warrantholder shall cease to represent any claim upon or interest in Pluribus other than the right of the holder to receive in exchange therefor a certificate representing the AUIX Replacement SR Agents’ Warrants to which it is entitled pursuant to the terms hereof and the Amalgamation.
(e) AUIX shall take all corporate action necessary to reserve for issue a sufficient number of AUIX Shares for delivery upon exercise of the AUIX Replacement Warrants and AUIX Replacement SR Agents’ Warrants in accordance with their terms. AUIX shall use all commercially reasonable efforts to cause the AUIX Shares issuable upon the exercise of the AUIX Replacement Warrants and AUIX Replacement SR Agents’ Warrants to be listed on each stock exchange, if any, on which AUIX Shares are then listed and posted for trading.

5.4 Withholding Rights

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AUIX, Amalco and the Transfer Agent shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Former Pluribus Shareholder such amounts as AUIX, Amalco or the Transfer Agent is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Former Pluribus Shareholder, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

ARTICLE VI ARTICLES OF AMALGAMATION

6.1 Filing

Upon the shareholders of each of the Amalgamating Corporations approving this Amalgamation Agreement in accordance with the provisions of the Act and the satisfaction or waiver, in accordance with the provisions of the Business Combination Agreement, of the conditions set forth in Article 8 of the Business Combination Agreement, the Amalgamating Corporations shall jointly file with the Director the Articles of Amalgamation in the form annexed hereto as Exhibit A and such other documents as may be required in connection therewith.

ARTICLE VII AMENDMENT AND TERMINATION

7.1 Amendment

This Amalgamation Agreement may be amended at any time and from time to time prior to the Effective Date by mutual written agreement of the parties hereto.

7.2 Termination

Subject to the provisions of the Business Combination Agreement, this Amalgamation Agreement may, prior to the issue of the Certificate of Amalgamation, be terminated by the directors of either of the Amalgamating Corporations, notwithstanding the approval of this Amalgamation Agreement by the shareholders of either or both of the Amalgamating Corporations, and shall be conclusively deemed to have been so terminated upon the termination of the Business Combination Agreement in accordance with the provisions thereof.

ARTICLE VIII GENERAL

8.1 Governing Law

This Amalgamation Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Amalgamation Agreement.

8.2 Execution in Counterparts

This Amalgamation Agreement may be executed by original, pdf scan or facsimile signature and in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same.

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IN WITNESS WHEREOF , the parties hereto have executed this Amalgamation Agreement as of the date firs above written.

AUMENTO CAPITAL IX CORPORATION

By: Name: Roger Daher Title: President and CEO 13515630 CANADA INC. By: Name: Title: PLURIBUS TECHNOLOGIES INC. By: Name: Richard Adair Title: CEO

PLURIBUS TECHNOLOGIES INC.

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EXHIBIT A ARTICLES OF AMALGAMATION

Attached.

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Pluribus Technologies Corp. — Merger & Acquisition 2021

48115_rns_2021-12-09_08fbd303-52ac-48d2-b26e-8e340f5480de.PDF

BUSINESS COMBINATION AGREEMENT

BETWEEN

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT

BETWEEN:

WHEREAS

ARTICLE 1 INTERPRETATION

1.1 Definitions

Amalco

Amalgamation

Amalgamation Agreement

AUIX Meeting

Certificate of Amalgamation

Closing

Consolidated AUIX Shares

Dissenting Pluribus Shareholder

Encumbrances

Exchange Ratio

fair value

Filing Statement

In-The-Money Amount

Material Adverse Change

Material Event

Pluribus Subscription Receipts

Pre-Closing Expenses

Public Information Record

Qualifying Transaction Date

Regulatory Approval

Replacement Resulting Issuer Options

Replacement Resulting Issuer Warrants

TSXV Escrow Agreement

1.2 Number and Gender

1.3 Currency

1.4 Headings, etc.

1.5 Date for any Action

1.6 Knowledge

1.7 Schedule

ARTICLE 2 THE QUALIFYING TRANSACTION

2.1 Amalgamation

Officers :

Directors :

2.2 Implementation Covenants

Meeting Documentation :

ARTICLE 3 PUBLICITY

3.1 Publicity

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Pluribus

4.2 Representations and Warranties of AUIX

Name Office

4.3 Survival

ARTICLE 5 CONDUCT OF BUSINESS

5.1 Conduct of Business by the Parties

ARTICLE 6 COVENANTS

6.1 Covenants

6.2 Notice of Material Change

6.3 Standstill

6.4 Other Covenants

6.5 Subco Shareholder Meeting

ARTICLE 7 MUTUAL COVENANTS

7.1 Other Filings

7.2 Additional Agreements

ARTICLE 8 CONDITIONS

8.1 Mutual Conditions Precedent

8.2 Additional Conditions Precedent to the Obligations of Pluribus

8.3 Additional Conditions Precedent to the Obligations of AUIX

ARTICLE 9 TERMINATION

9.1 Termination

9.2 Effect of Termination

ARTICLE 10 DISSENTING SHAREHOLDERS

10.1 Dissenting Pluribus Shareholders

ARTICLE 11 CLOSING

11.1 Closing

ARTICLE 12 GENERAL

12.1 Public Announcement; Disclosure and Confidentiality

12.2 Notices

(a) If to AUIX :

Pluribus Technologies Corp. Merger & Acquisition 2021