Arrive Technology Inc. entered into an agreement and plan of merger to acquire Bruush Oral Care Inc. (NasdaqCM:BRSH) (PubCo) in a reverse merger transaction on December 14, 2023. Under the terms of the merger agreement, Brüush and Arrive will conduct a business combination in the form of a reverse triangular merger ("Merger") via an all-stock transaction. Upon completion of the Merger, the outstanding shares of Arrive common stock will be exchanged for common shares of PubCo representing upon issuance, 94.5% of PubCo's issued and outstanding common shares on a fully diluted basis. The legacy shareholders of PubCo will own shares of PubCo common shares representing 5.5% of PubCo's issued and outstanding common shares on a fully diluted basis. The Combined Company is expected to operate under the name Arrive Technology Inc. with its shares listed on the Nasdaq Capital Market under the ticker symbol ?ARRV'. Prior to closing, PubCo will, among other things, effect a reverse stock split with respect to PubCo's common shares at a ratio within the range of 6-for-1 to 200-for-1. Following the consummation of the Merger, the Combined Company will be headquartered in Indianapolis, Indiana and it is anticipated that the Combined Company will be led by current members of the Arrive management team, including, Dan O'Toole, Chief Executive Officer; Todd Pepmeier, Chief Financial Officer; Mark Hamm, Chief Operations Officer; Torrey Bievenour, Chief Technology Officer; Neerav Shah, Chief Strategy Officer; Lora O'Toole, Vice President Business Development and John Ritchison, Corporate Counsel. The Board of Directors of the Combined Company is expected to consist of five members, one of which will be designated by Brüush and the remainder will be designated by Arrive. The parties to the Merger Agreement are required to pay a termination fee in an amount equal to $250,000 as a result of a termination of the Merger Agreement.

Transaction is subject to a number of customary conditions including, the approval by shareholders of Arrive, the effectiveness of the registration statement, the PubCo Shares having been approved for listing on Nasdaq, subject only to official notice of issuance and satisfaction of all due diligence review reasonably required by the relevant party, the parties shall have received all approvals from any Governmental Authority necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act, Arrive shall have completed a audit of its financial statements for the years ending on December 31, 2021 and December 31, 2022, Bruush PubCo shall have maintained on its books, as of the Closing Date, a Net Cash minimum in the amount of $10,000,000, resignation from officers and directors of PubCo who are not going to continue as officers or directors of PubCo after the Closing, Arrive is not subject to dissenters? rights claims pursuant to Section 262 of the DGCL representing more than $100,000 from the Company Stockholders. The merger has been unanimously approved by the board of directors of both companies and is expected to close in the first quarter of 2024, subject to customary closing conditions. As of February 8, 2024, the transaction is expected to close in the second quarter of 2024.

Jessica M. Lockett of Lockett & Horwitz PLC and Garrett Lee of DuMoulin Black LLP are serving as legal counsel to Bruush. Chardan is serving as exclusive financial advisor to Arrive and Joseph M. Lucosky, Ian Liao and Christopher Haunschild of Lucosky Brookman LLP serving as legal counsels to Arrive. Odyssey Trust Company will act as transfer agent to Bruush.