Mobile Integrated Systems, Inc. (OTCPK:MIBI) signed a binding term sheet to acquire Quantitative Alpha Trading Inc. (OTCPK:QATS.F) from Arrow Capital Management and others for $19.9 million in stock on July 27, 2012. The purchase consideration includes issuance of 60.19 million shares. The consideration shares will be subject to restricted security rights provisions and will be released one fifth each on 12 month, 15 month, 18 month, 21 month and 24 month anniversary of the closing date. In addition, Mobile Integrated Systems (MIBI) has agreed to reserve an aggregate number of options to purchase 4.01 million shares of Mobile Integrated Systems (MIBI) common stock in exchange for existing outstanding Quantitative Alpha Trading (QATS) options on a pro rata basis.

Mobile Integrated Systems and Quantitative Alpha (QATS) intend to complete the transaction by way of amalgamation pursuant to a plan of arrangement. MIBI and QATS established special committees each comprised of two independent directors to evaluate the transaction. MIBI has agreed to provide a first priority secured bridge loan to QATS to a maximum amount of CAD 0.8 million ($0.79 million) in order to assist QATS in meeting the normal course obligations until the closing of the transaction. All options, warrants and other securities convertible into common shares of QAT shall be exercised, surrendered, terminated or otherwise extinguished prior to closing of the transaction.

The transaction is subject to all regulatory and statutory requirements, including without limitation, registration and qualification by MIBI of the QATS' common stock with the Securities and Exchange Commission and the Canadian Securities Regulators if applicable, approval of the transaction by two-thirds of the shareholders of QATS, approval of the transaction by the Superior Court of Justice of Ontario, all necessary third party consents have been obtained by QAT and to the extent required by MIBI, the relevant parties have agreed to amend the existing contractual employment arrangements. The term sheet shall be supplemented by a definitive agreement. The Board of Directors of both MIBI and QATS approved the transaction based on a positive recommendation by their respective special committees. The Board of QATS unanimously approved the transaction. QATS and MIBI have agreed to use their commercial best efforts to enter into the acquisition agreement on or before August 10, 2012 and to close the transaction as soon as possible and no later than December 31, 2012.

As on December 20, 2012, Mobile Integrated Systems and Quantitative Alpha have extended the closing of the transaction to June 30, 2013.

Mobile Integrated Systems, Inc. (OTCPK:MIBI) signed an agreement to acquire Quantitative Alpha Trading Inc. (OTCPK:QATS.F) from Arrow Capital Management and others for $19.6 million in stock on August 17, 2012. The exchange ratio offered for the shares of QATS is fixed at 0.2222. The consideration shares will be subject to restricted security rights provisions and will be released one fifth each on 12 month, 15 month, 18 month, 21 month and 24 month anniversary of the closing date. The deal is also subject to dissenter's rights limited, maximum outstanding shares of QATS at closing shall be 302.6 million and exercise or termination of options of QATS.

Lorovest Corp. acted as financial advisor for QATS. Christopher M. Wolfenberg of Norton Rose Canada LLP and Travis L. Gering of Wuersch & Gering LLP acted as legal advisors for MIBI. Richard M. Kimel of Aird & Berlis LLP acted as legal advisor for QATS. Olde Monmouth Stock Transfer Co., Inc. acted as depositary in the transaction. The currency conversions were made through oanda.com on July 27, 2012.

Mobile Integrated Systems, Inc. (OTCPK:MIBI) terminated the acquisition of Quantitative Alpha Trading Inc. (OTCPK:QATS.F) from Arrow Capital Management and others on March 15, 2013. The transaction was terminated as a result of Quantitative Alpha Trading being in breach of certain of its covenants and default of its obligations under the first priority secured bridge loan, under the terms of agreement.