AGREEMENT AND PLAN OF MERGER by and among BRUUSH ORAL CARE, INC., BRUUSH MERGER SUB INC and ARRIVE TECHNOLOGY INC.Merger Agreement • December 15th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2023 (this “Agreement”), by and among Bruush Oral Care, Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“PubCo”), Bruush Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Merger Sub”, and together with PubCo, the “PubCo Entities”), and Arrive Technology Inc., a Delaware corporation (the “Company”, and collectively with the PubCo and Merger Sub, the “Parties”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 15th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2024 by and between (i) Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and (ii) the undersigned (“Holder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 15th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2023, is entered into by and between Arrive Technology Inc., a Delaware corporation (the “Company”), Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and each of the undersigned individuals, each of whom is a shareholder of the Company or PubCo, as applicable (each, a “Holder” and collectively, the “Holders”).
