BRIDGE LOAN AGREEMENT

BRIDGE LOAN AGREEMENT

THIS AGREEMENT dated as of August 20, 2012, between Quantitative Alpha Trading Inc. (the

"Borrower") and Mobile Integrated Systems, Inc. (the "Lender").

WHEREAS the Borrower and the Lender have agreed to enter into a business combination

transaction to be effected by way of plan of arrangement whereby the Lender, through its wholly-owned

subsidiary 2338584 Ontario Inc. ("Newco"), will acquire all of the outstanding common shares in the

capital of the Borrower and the Borrower and Newco will amalgamate;

AND WHEREAS the Lender wishes to provide this credit facility to the Borrower to finance the

costs of certain ordinary course business operating expenses until the Closing Date (as defined below);

NOW THEREFORE in consideration of the covenants and agreements herein contained and

other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively

acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

INTERPRETATION

1.1.

Definitions. In this Agreement, the following terms shall have the meanings set forth

below (unless something in the subject matter or context is inconsistent therewith):

1.1.1. Advance means the extension of credit hereunder by the Lender to the Borrower

by way of the making of a Loan.

1.1.2. Agreement means this bridge loan agreement, as amended, supplemented,

modified or restated from time to time.

1.1.3. Arrangement Agreement means the arrangement agreement among the

Borrower, the Lender and Newco dated August 20, 2012.

1.1.4. Borrower IP Assets shall mean and include all algorithms of the Borrower,

application keys, application programming interfaces, apparatus, databases and

data collections, diagrams, formulae, graphics, inventions (whether or not

patentable), know-how, logos, marks (including brand names, product names,

logos, and slogans), methods, network configurations and architectures, net lists,

processes, proprietary information, protocols, psd source files, schematics,

specifications, software, software code (in any form including source code and

executable or object code), subroutines, techniques, three-dimensional models,

URLs, user interfaces, web sites, works of authorship, and other forms of

technology (whether or not embodied in any tangible form and including all

tangible embodiments of the foregoing such as instruction manuals, prototypes,

samples, studies, and summaries).

1.1.5. Budget means a budget prepared by the Borrower, attached to a drawdown

notice and delivered to the Lender, setting out the budget for the operation of the

business and assets of the Borrower.

1.1.6. Charge means the security interests, assignments, mortgages and charges

created hereunder.

1.1.7. Closing Date means the date on which the Transaction closes provided that if

the Transaction fails to close on or before December 31, 2012, the Closing Date

shall mean December 31, 2012 or such other dates as otherwise agreed to in

writing by the Borrower and the Lender.

1.1.8. Collateral means all of the present and future property of the Borrower listed in

Section 4.1.

1.1.9. Costs has the meaning ascribed thereto in Section 3.4.1.

1.1.10. Credit Facility has the meaning ascribed thereto in Section 2.1.

1.1.11. Disclosure Letter means the disclosure letter dated on or around the date

hereof delivered by the Borrower to the Lender in respect of the Arrangement

Agreement as amended, supplemented or otherwise agreed to between the

Borrower and the Lender prior to the Closing Date.

1.1.12. Effective Date means the date on which the Borrower has satisfied (or the

Lender has waived) the conditions precedent set forth in Section 5.1 hereof.

1.1.13. Event of Default means each of the events described in Section 8.

1.1.14. Governmental Authority means:

1.1.14.1. any government, parliament or legislature, any regulatory or

administrative authority, agency, commission or board and any other

statute, rule or regulation making entity having jurisdiction in the

relevant circumstances;

1.1.14.2. any Person acting under the authority of any of the foregoing or

under a statute, rule or regulation thereof; and

1.1.14.3. any judicial, administrative or arbitral court, authority, tribunal or

commission having jurisdiction in the relevant circumstances.

1.1.15. Governmental Authorization means, in respect of any transaction, Person or

event, any authorization, exemption, license, permit, franchise or approval from,

or any filing or registration with, any Governmental Authority applicable to such

transaction, Person or event or to any of such Person's business, undertaking or

property and "Governmental Authorizations" means any and all of the

foregoing.

1.1.16. Intellectual Property of any Person means all patents, trademarks, trade

names, service marks, copyrights, industrial designs, integrated circuit

topography, computer programs and software, trade secrets, know-how, all

licenses or any other rights in any of the foregoing and all other industrial or

intellectual property used in connection with the business of such Person of

whatsoever nature or kind, whether registered or unregistered and in whatever

form or medium, tangible or intangible;

1.1.17. Interest Rate means an annual interest rate of 12%.

1.1.18. Loan means an Advance in Cdn. Dollars with a rate of interest equal to the

Interest Rate.

1.1.19. Loan Documents means this Agreement and all other agreements, instruments

and documents contemplated or provided for hereunder or thereunder.

1.1.20. Material Adverse Change means a material adverse change in:

1.1.20.1. the financial condition of the Borrower and the Subsidiaries taken as

a whole,

1.1.20.2. the ability of the Borrower to perform its obligations under any of the

Loan Documents,

1.1.20.3. the property, business, operations or liabilities of the Borrower and

the Subsidiaries taken as a whole,

1.1.20.4. the validity or enforceability of any Loan Document, or

1.1.20.5. the priority ranking of the Charge, or the rights or remedies intended

or purported to be granted to the Lender under or pursuant to this

Agreement or any other Loan Document.

1.1.21. Material Adverse Effect means any event, circumstance, occurrence or change

which has or could reasonably be expected to have a material adverse effect on:

1.1.21.1. the financial condition of the Borrower and the Subsidiaries taken as

a whole,

1.1.21.2. the ability of the Borrower to perform its obligations under any of the

Loan Documents to which it is a party,

1.1.21.3. the property, business, operations or liabilities of the Borrower and

the Subsidiaries taken as a whole,

1.1.21.4. the validity or enforceability of any Loan Document, or

1.1.21.5. the priority ranking of the Charge, or the rights or remedies intended

or purported to be granted to the Lender under or pursuant to this

Agreement or any other Loan Document.

1.1.22. Maturity Date means the earlier of (i) the Closing Date; or (ii) the date that is the

day immediately after an Event of Default has occurred and is continuing and the

curative time periods (as applicable) provided for in Section 8 have expired.

1.1.23. Maximum Amount has the meaning ascribed thereto in Section 2.1.

1.1.24. Obligations means all indebtedness, liabilities and obligations of the Borrower

under any Loan Document, including, without limitation, payment of the

Outstanding Principal, interest thereon and interest on overdue interest, and

payment of all other amounts required to be paid by the Borrower pursuant to this

Agreement, and compliance by the Borrower with all other covenants,

indemnities, terms, conditions, agreements and other requirements herein

contained.

1.1.25. Outstanding Principal means, at any time the aggregate outstanding principal

amount of all Loans.

1.1.26. Person means an individual, a partnership, a corporation, a company, a trust, an

unincorporated organization, a union, a government or any department or agency

thereof (collectively an "entity") and the heirs, executors, administrators,

successors, or other legal representatives, as the case may be, of such entity.

1.1.27. Subsidiary means the subsidiaries of the Borrower listed in the Disclosure

Letter.

1.1.28. Transaction means the proposed business combination transaction between the

Borrower and the Lender to be effected by way of a plan of arrangement under

the Business Corporations Act (Ontario), as contemplated by the Arrangement

Agreement.

1.2.

Headings, etc. The division of this Agreement into Sections and the insertion of

headings are for convenience of reference only and shall not affect the construction or

interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and

similar expressions refer to this Agreement and not to any particular Section or other

portion hereof and include any agreements supplemental hereto.

1.3.

Severability. If any provision of any of this Agreement or any part thereof is found or

determined to be invalid, illegal or unenforceable, such provision shall be severable from

this Agreement and the remainder of this Agreement shall be construed as if such invalid,

illegal or unenforceable provision or part had been deleted therefrom.

1.4.

Governing Law. This Agreement shall be governed by and construed in accordance

with the laws of the Province of Ontario and federal laws of Canada applicable therein.

1.5.

Effective Date. This Agreement shall become effective as of the date first referenced

above.

Credit Facility

2.1.

Credit Facility. Subject to the provisions hereof, the Lender shall make available to the

Borrower a non-revolving term credit facility (the "Credit Facility") in a maximum

aggregate principal amount not to exceed Cdn. $800,000 (the "Maximum Amount"). The

Borrower may obtain Advances under the Credit Facility by way of Loans; provided that,

at no time shall the aggregate principal amount outstanding under the Credit Facility

exceed Cdn. $800,000. Loans shall be made in Cdn. Dollars and at the time and in the

manner requested by the Borrower, subject to this Agreement and upon fulfilment of all

conditions precedent to the making of such Loans.

2.2.

Advances. Subject to the provisions hereof, the Borrower may request Advances under

the Credit Facility by delivering to the Lender a drawdown notice in the form attached as

Schedule "A" hereto before 9:00 a.m. (Toronto time) at least two business days prior to

the requested date of such Advance. Each Advance by the Borrower shall be requested

and made available in a minimum amount of not less than $50,000 and in multiples of

$10,000 thereafter. Each drawdown notice must be accompanied by a Budget which is

consented to by the Lender.

2.3.

Loans. Loans shall be made in Cdn. Dollars and at the time and in the manner

requested by the Borrower, subject to this Agreement and upon fulfilment of all conditions

precedent to the making of such Loans. The Lender shall open and maintain books of

account evidencing all Advances and all other amounts owing by the Borrower to the

Lender hereunder. The Lender shall enter in the foregoing books of accounts details of

all applicable amounts from time to time owing, paid or repaid by the Borrower

hereunder. The information entered in the foregoing books of accounts shall constitute

prima facie evidence of the Obligations owing from time to time by the Borrower to the

Lender hereunder.

2.4.

Availability. Advances shall be made at the sole discretion of the Lender notwithstanding

any other provision of this Agreement and the Lender shall be under no obligation to

make any Advance notwithstanding the Borrower has fulfilled the requisite conditions

precedent to any such Advance. The Lender may, from time to time, in its sole discretion

cancel any availability under the Credit Facility hereunder by providing written notice of

such reduction and/or cancellation to the Borrower.

2.5.

Use of Proceeds. Other than for interest capitalized hereunder, Advances under the

Credit Facility shall be used only:

2.5.1. for ordinary course business operating expenses relating to the Transaction

including transaction costs, historical obligations and other expenses with respect

to the business and assets of the Borrower from the date of this Agreement until

the Closing Date; and

2.5.2. in accordance with the uses outlined in the Budget.

PAYMENTS

3.1.

Maturity Date. Subject to the Lender's rights under Section 8.2, the Borrower shall, on

the Maturity Date, repay the outstanding principal amounts of all Loans under the Credit

Facility (including, for certainty, the accrued interest thereunder) and all other Obligations.

On the Maturity Date, the commitment of the Lender to make Advances under the Credit

Facility shall terminate and any availability thereunder shall be immediately cancelled.

The Maturity Date may be extended at the request of the Borrower with the consent of

the Lender, at its sole discretion, for such period and on such terms as the Borrower and

the Lender may agree.

3.2.

No Prepayment. The Borrower shall not be entitled to make any prepayment of any or all

of the Obligations prior to Maturity Date, unless, simultaneous with any such prepayment,

the Borrower pays to the Lender an amount equal to three months interest on the

principal amount of any such prepayment, less the amount of any interest, if any,

previously paid to the Lender in respect of such principal amount.

3.3.

Interest.

3.3.1. The Borrower shall pay to the Lender interest in Cdn. Dollars on its Loans

outstanding from time to time at the Interest Rate. Such interest shall be

calculated on the principal amount of each Loan and on the basis of the actual

number of days each such Loan is outstanding in a year of 365 days and shall be

capitalized and added to Outstanding Principal Amount in arrears on the last

business day of each month.

3.3.2. Each determination by the Lender of the amount of interest, fees or other

amounts due from the Borrower hereunder shall be prima facie evidence of the

accuracy of such determination.

3.3.3. All interest, fees and other amounts payable by the Borrower hereunder shall

accrue daily, be computed as described herein, and be payable after demand,

maturity, default and judgment.

3.3.4. To the maximum extent permitted by law, the covenant of the Borrower to pay

interest at the rates provided herein shall not merge in any judgment relating to

any obligation of the Borrower to the Lender.

3.3.5. Upon the occurrence and during the continuance of any Event of Default, the

Interest Rate shall increase to 18%.

3.3.6. In no event shall any interest, fees or other amounts payable hereunder exceed

the maximum rate permitted by law. If any such interest or fee exceeds such

maximum rate, such interest or fee shall be reduced to the maximum rate

recoverable under law assuming that the parties had agreed to such amount by

contract.

3.3.7. For the purposes of the Interest Act (Canada):

3.3.7.1.

the principle of deemed reinvestment of interest shall not apply to

any interest calculation under this Agreement;

3.3.7.2.

the rates of interest specified in this Agreement are intended to be

nominal rates and not effective rates; and

3.3.7.3.

unless otherwise stated, the rates of interest specified in this

Agreement are to be calculated on the basis of a calendar year of

365 days.

3.4.

Fees.

3.4.1. The Borrower shall pay all reasonable out-of-pocket expenses, incurred by the

Lender in connection with the Credit Facility, including those with respect to any

enforcement of the terms hereof or otherwise incurred in connection with the

Credit Facility (collectively, the "Costs"). The Costs shall constitute Obligations

hereunder and shall be payable on the Maturity Date.

SECURITY

4.1.

Obligations Secured. As continuing security for the due payment, observance and

performance of all of the Obligations, including Costs, the Borrower hereby:

4.1.1. personal property: grants, assigns, conveys, transfers, mortgages and charges

as and by way of first fixed and specific mortgage and charge to and in favour of

the Lender, and hereby grants to the Lender a continuing security interest in all of

the Borrower's present and after-acquired personal property and rights thereto

and therein (including all present and after-acquired intellectual property and

rights thereto and therein, all present and after-acquired electronic information

and electronic information storage and computer systems, all present and after-

acquired franchises, privileges, permits, grants, licences, authorizations,

contracts and agreements, and all goods, chattel paper, investment property,

documents of title, instruments, money and intangibles, wherever located);

4.1.2. increases and additions: for certainty, grants, assigns, conveys, transfers,

mortgages and charges as and by way of a first fixed and specific mortgage and

charge to and in favour of the Lender, and hereby grants to the Lender a

continuing security interest in, all increases, additions, accretions, attachments,

parts, profits and accessions to any of the foregoing property, together with all

substitutions for and replacements and renewals of any of the foregoing property;

4.1.3. proceeds: grants, assigns, conveys, transfers, mortgages and charges as and

by way of a first fixed and specific mortgage and charge to and in favour of the

Lender, and hereby grants to the Lender a continuing security interest in, all

proceeds derived directly or indirectly from any dealing with any of the foregoing

property (or any dealing with such proceeds), whether or not of the same type,

class or kind as the original property, including any right to an insurance payment

or any other payment as indemnity or compensation for loss or damage, and

payments made in the total or partial discharge of an intangible, chattel paper, an

instrument or a security; and

4.1.4. real property: grants, assigns, conveys, transfers, mortgages and charges as and

by way of a first floating mortgage, charge to and in favour of the Lender, and

hereby grants to the Lender a continuing security interest over all of the

Borrower's present and after-acquired right, title, estate and interest (whether

freehold, leasehold, profit à prendre or otherwise, and whether legal or equitable,

corporeal or incorporeal) in and to all real property, buildings, structures,

improvements, expansions, erections, works and fixtures, wherever located, and

all accretions and accessions thereto, substitutions therefor, and all proceeds

thereof;

provided that the Charge shall not: (i) extend, include or apply to the last day of the term

of any other lease now held or hereafter acquired by the Borrower, but should the Lender

enforce the Charge, the Borrower shall thereafter stand possessed of such last day and

shall hold it in trust to assign the same to any person acquiring such term in the course of

the enforcement of the Charge or (ii) render the Lender liable to observe or perform any

term, covenant or condition of any agreement, document or instrument to which the

Borrower is a party or by which it is bound.

4.2.

Attachment of Security Interest. The Borrower acknowledges that value has been

given and agrees that the security interest granted hereby shall attach when the Borrower

signs this Agreement and the Borrower has any rights in the Collateral except for after-

acquired Collateral which the security interest granted hereby shall attach when the

Borrower has rights in such Collateral.

4.3.

Crystallization of Floating Charge. Without limiting its rights hereunder to crystallize

and fix the floating charge created by Section 4.1.4 in any other manner or the powers,

rights and remedies of the Lender hereunder in respect of the Collateral, the Lender may,

at any time and from time to time, crystallize and fix such floating charge in respect of all

or a portion of the property subject thereto by giving notice to the Borrower thereof,

without any requirement for further intervention by the Lender (whether by the taking of

possession, the appointment of a Receiver or otherwise). To the extent permitted by

applicable law, but not in limitation of any occurrences that at law cause a floating charge

security to crystallize or become fixed, the Borrower agrees that the floating charge

security created by Section 4.1.4 shall crystallize and become fixed immediately and

without any requirement for any notice or intervention on the part of the Lender, if an

Event of Default occurs. The Borrower shall execute such further documents, make all

filings and registrations, provide such legal opinions and do all acts reasonably requested

by the Lender to give effect to the foregoing. The Borrower shall, forthwith on demand

being made by the Lender, pay all reasonable fees, costs and expenses incurred by the

Lender or its agents in connection with the filing, registering and depositing of this

Agreement and all such supplementary and corrective instruments and all additional

mortgage and security documents. The fees, costs and expenses incurred by the Lender

or its agents hereunder shall be secured hereby and shall become part of the

Obligations.

4.4.

Remedies. Upon the occurrence and during the continuance of any Event of Default any

or all security granted hereby shall, at the option of the Lender, become immediately

enforceable and, in addition to any right or remedy provided by applicable law, the

Lender will have the rights and remedies set out below, all of which rights and remedies

will be enforceable successively, concurrently, or both, and are in addition to and not in

substitution for any other rights or remedies the Lender may have:

4.4.1. the Lender may by appointment in writing appoint a receiver or receiver and

manager (each herein referred to as the Receiver) of the Collateral (which term

when used in this Section 4.4 shall include the whole or any part of the

Collateral) and may remove or replace such Receiver from time to time or may

institute proceedings in any court of competent jurisdiction for the appointment of

a Receiver of the Collateral; and the term “Lender” when used in this Section 4.4

shall include any Receiver so appointed and the agents, officers and employees

of such Receiver; and the Lender shall not be in any way responsible for any

misconduct or negligence of any such Receiver;

4.4.2. the Lender may take possession of the Collateral and require the Borrower to

assemble the Collateral and deliver or make the Collateral available to the

Lender at such place or places as may be specified by the Lender;

4.4.3. the Lender may take such steps as it considers desirable to maintain, preserve or

protect the Collateral;

4.4.4. the Lender may carry on or concur in the carrying on of all or any part of the

business of the Borrower;

4.4.5. the Lender may enforce any rights of the Borrower in respect of the Collateral by

any manner permitted by applicable law;

4.4.6. the Lender may sell, lease or otherwise dispose of the Collateral at public

auction, by private tender, by private sale or otherwise either for cash or upon

credit upon such terms and conditions as the Lender may determine and without

notice to the Borrower unless required by applicable law and may execute and

deliver to the purchaser or purchasers of the Collateral or any part thereof a good

and sufficient deed or conveyance or deeds or conveyances for the same, any

officer or duly authorized representative of the Lender being hereby constituted

the irrevocable attorney of the Borrower for the purpose of making such sale and

executing such deeds or conveyances, and any such sale made as aforesaid

shall be a perpetual bar both in law and in equity against the Borrower and all

other persons claiming all or any part of the Collateral by, from, through or under

the Borrower;

4.4.7. the Lender may accept the Collateral in satisfaction or partial satisfaction of the

Obligations upon notice to the Borrower of its intention to do so in the manner

required by applicable law;

4.4.8. the Lender may borrow money on the security of the Collateral for the purpose of

the carrying on of the business of the Borrower or for the maintenance,

preservation, protection or realization of the Collateral in priority to the Charge;

4.4.9. the Lender may enter upon, occupy and use all or any of the Collateral occupied

by the Borrower and use all or any of the Collateral for such time as the Lender

requires to facilitate the realization of the Collateral, free of charge, and the

Lender will not be liable to the Borrower for any neglect in so doing (other than

gross negligence or wilful misconduct on the part thereof) or in respect of any

rent, charges, depreciation or damages in connection with such actions;

4.4.10. the Lender may charge on its own behalf and pay to others all amounts for

expenses incurred and for services rendered in connection with the exercise of

the rights and remedies hereunder, including, without limiting the generality of the

foregoing, reasonable legal, Receiver and accounting fees and expenses, and in

every such case the amounts so paid together with all costs, charges and

expenses incurred in connection therewith, including interest thereon at a rate

per annum equal to the Interest Rate plus 3%, shall be added to and form part of

the Obligations hereby secured; and

4.4.11. the Lender may discharge any claim, lien, encumbrance or any rights of others

that may exist or be threatened against the Collateral, and in every such case the

amounts so paid together with all reasonable costs, charges and expenses

incurred in connection therewith shall be added to the Obligations hereby

secured.

4.5.

Further Security. The Lender may require the Borrower, and the Borrower agrees, to

execute and deliver security documents granting certain liens in favour of the Lender but

the Lender shall have no obligation to formalize or perfect its security beyond this

Agreement.

4.6.

Registration of Security. The security granted by this Section 4 will be registered in

such public offices in Canada and any political subdivision thereof, as the Lender may

from time to time require to protect the Liens created thereby, at any time and from time

to time in the sole discretion of the Lender at the sole cost of the Borrower. The Borrower

will assist the Lender in the registration or recording of such agreements and instruments

in such public registry offices thereof as the Lender, acting reasonably, deems necessary

to give full force and effect to this Section 4.6.

CONDITIONS PRECEDENT TO EFFECTIVENESS

5.1.

Conditions Precedent to Agreement. As conditions precedent to this Agreement

becoming effective, the following conditions shall be satisfied (or waived in writing by the

Lender):

5.1.1. the Borrower shall deliver or cause to be delivered to the Lender the following:

5.1.1.1.

an executed copy of the Arrangement Agreement;

5.1.1.2.

an executed copy of this Agreement; and

5.1.1.3.

such other documents, consents, acknowledgements and

agreements as may be reasonably requested by the Lender or its

counsel.

5.2.

Advances. On or before the date of each Advance hereunder, the following conditions

shall be satisfied (or waived in writing by the Lender):

5.2.1. no Material Adverse Change in the financial condition or operations of the

Borrower shall have occurred after the Effective Date;

5.2.2. no Event of Default has occurred and is continuing or will occur as a result of the

Advance;

5.2.3. each of the representations and warranties herein is true and correct as of the

date of such Advance, except to the extent that such representations and

warranties relate to an earlier date, in which case such representations and

warranties were true and correct on and as of such earlier date;

5.2.4. receipt by the Lender of a drawdown notice in the form attached hereto as

Schedule "A"; and

5.2.5. receipt and consent by the Lender of a Budget prepared by the Borrower and

attached to the drawdown notice.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows to the Lender and acknowledges and confirms

that the Lender is relying upon such representations and warranties:

6.1.1. Status. The Borrower is duly formed and validly existing under the laws of the

Province of Ontario. The Borrower has all necessary corporate capacity, power

and authority to own, lease and operate its respective properties and assets and

carry on its business as presently carried on, and is duly licensed, registered or

qualified in all jurisdictions where the character of its property owned or leased or

the nature of the activities conducted by it makes such licensing, registration or

qualification necessary or desirable.

6.1.2. Authority. The Borrower has full corporate capacity, power and authority to enter

into this Agreement and to do all acts and execute and deliver all other

documents as are required hereunder to be done, observed or performed by it or

them in accordance with its terms.

6.1.3. Valid Authorization. The Borrower has taken all necessary corporate action to

authorize the creation, execution and delivery of, and performance of its

obligations under this Agreement, in accordance with the terms hereof, and this

Agreement, when signed and delivered, will have been duly executed and

delivered in accordance with such corporate action.

6.1.4. Validity and Enforceability. This Agreement constitutes valid and legally

binding obligations of the Borrower, enforceable against it in accordance with its

terms, subject only to applicable bankruptcy, insolvency and other laws of

general application limiting the enforceability of creditors' rights, and to general

principles of equity, including the fact that specific performance is an equitable

remedy, available only in the discretion of the court.

6.1.5. No Default. As of the Effective Date, no Event of Default or pending Event of

Default has occurred and is continuing.

6.1.6. Claims. The Borrower and each Subsidiary has maintained its obligations for

payroll, source deductions and retail sales tax and is not in arrears in respect of

these obligations.

6.1.7. Pension. Neither the Borrower or any Subsidiary sponsors any registered

pension plans for the benefit of the Borrower or the Subsidiaries' employees.

6.1.8. Information. All factual information provided by or on behalf of the Borrower to

the Lender for purposes of or in connection with this Agreement or any

transaction contemplated herein, is true and accurate in all material respects on

the date as of which such information is dated or certified and is not incomplete

by omitting to state any fact necessary to make such information (taken as a

whole) not materially misleading at such time in light of the circumstances under

which such information was provided.

6.1.9. No Violation. The execution, delivery and performance by the Borrower of this

Agreement will not violate any provisions of:

6.1.9.1.

any applicable Law or Governmental Authorization of any

Governmental Authority having jurisdiction, or

6.1.9.2.

its constating documents, or any agreement, deed, undertaking or

instrument to which it is a party or by which it or its assets are bound.

6.1.10. Actions Pending. There is no action, suit, investigation or proceeding pending

or, to the knowledge of the Borrower, threatened against the Borrower or any

Subsidiary which purports to affect the validity or enforceability of this Agreement

or which would reasonably be expected to, if adversely determined, have a

Material Adverse Effect.

6.1.11. Title to Assets. The Borrower has good and valid title to all of its Collateral,

subject only to inchoate or statutory Liens.

6.1.12. Intellectual Property. As of the date hereof, no Intellectual Property is owned

by or licensed to the Borrower or any Subsidiaries other than the Borrower IP

Assets and the Borrower IP Assets are accurately described in this Agreement.

Except as would not result in a Material Adverse Change, all licences relating to

the Borrower IP Assets are in good standing and has been registered in all public

offices where it is desirable to do so in order to protect the interest therein.

Neither the Borrower nor any Subsidiary has granted any licence or sub-licence

of the Borrower IP Assets, except in the ordinary course of business and on

terms which would not result in a Material Adverse Change.

6.1.13. Relevant Jurisdictions. As of the date hereof, the only jurisdictions in which the

Borrower now carries on business or holds inventory, equipment (including

leased equipment) or other Collateral are the Province of Ontario and the State

of New York.

The representations and warranties set out in this Agreement shall survive the execution and

delivery of this Agreement and the making of each Advance, notwithstanding any investigations

or examinations which may be made by the Lender or its counsel. Such representations and

warranties shall survive until this Agreement has been terminated.

COVENANTS

7.1.

Positive Covenants. The Borrower covenants and agrees with the Lender as follows:

7.1.1. Punctual Payment. The Borrower shall duly and punctually pay or cause to be

paid the Obligations at the times, at the places and in the manner specified

herein.

7.1.2. Proceeds. The Borrower shall use the proceeds of the Credit Facility in

accordance with Section 2.5.

7.1.3. Compliance with Law. The Borrower shall, and shall cause each Subsidiary to,

comply in all material respects with all applicable laws, rules and regulations

applicable to its business.

7.1.4. Status, Business. The Borrower shall, and shall cause each Subsidiary to,

preserve, renew and keep in full force and effect its corporate existence and its

material licenses, approvals, permits, etc. required in respect of its business,

properties, assets, activities or operations.

7.1.5. Information. The Borrower shall, and shall cause each Subsidiary to, deliver to

the Lender such reporting and other information from time to time reasonably

requested by the Lender at the times requested and in form and substance

satisfactory to the Lender, acting reasonably. The Borrower shall, and shall

cause each Subsidiary to, use reasonable efforts to keep the Lender apprised on

a timely basis of all material developments with respect to the business and

affairs of the Borrower.

7.1.6. Maintenance and Operations. The Borrower shall, and shall cause each

Subsidiary to, care for, maintain, protect and preserve its assets, property and

undertaking in accordance with sound industry practice.

7.1.7. Inspection Rights. The Borrower shall, and shall cause each Subsidiary to,

allow the Lender or its agents and advisors on reasonable notice during regular

business hours to enter on and inspect each of its assets and properties, and

provide the Lender and its agents or advisors on reasonable notice and during

normal business hours full access to the books and records of the Borrower and

each Subsidiary and cause management thereof to full co-operate with the

Lender, its agents and advisors, accordingly.

7.1.8. Notifications. The Borrower shall immediately notify in writing the Lender of the

occurrence of any Event of Default or any pending Event of Default.

7.1.9. Change of Name. The Borrower shall notify the Lender at least 14 days in

advance of any change in its name or the location of its chief executive office.

7.1.10. Taxes. The Borrower shall, and shall cause each Subsidiary to, promptly pay,

when due, all taxes, assessments, deductions at source, royalties, income tax or

levies for which the payment is guaranteed by legal privilege, prior claim, or legal

hypothec, without subrogation or consolidations.

7.1.11. Insurance. The Borrower shall, and shall cause each Subsidiary to, maintain in

full force and effect such policies of insurance issued by insurers of recognized

standing insuring such properties and operations of the Borrower and the

Subsidiaries against loss or damage under insurance terms commonly used in

the business of the kind of asset being insured.

7.1.12. Protection of Security. The Borrower shall, and shall cause each Subsidiary to,

do all things reasonably requested by the Lender to protect and maintain the

security contained in Section 4 and the priority thereof in relation to other

Persons.

7.1.13. Further Assurances. The Borrower shall, and shall cause each Subsidiary to,

from time to time do all such further acts and things and execute and deliver all

such documents as are required in order to effect the full intent of and fully

perform and carry out the terms of this Agreement, including the execution and

delivery of security agreements or any other documentation requested by the

Lender in connection herewith.

7.2.

Negative Covenants. The Borrower covenants and agrees with the Lender as follows:

7.2.1. Limitation on Debt. The Borrower shall, and shall cause each Subsidiary to, not

incur, create or permit to exist any indebtedness, other than: (i) indebtedness

existing on the Effective Date; (ii) indebtedness incurred hereunder; and (iii) trade

payables incurred in the ordinary course of business.

7.2.2. Limitation on Liens. The Borrower shall, and shall cause each Subsidiary to,

not create, issue, incur, assume or permit to exist any liens, security interests or

other charges (collectively, Liens) upon any property, assets or undertaking

owned by it, other than: (i) Liens existing on the Effective Date; (ii) Liens created

in favour of the Lender under this Agreement; and (iii) inchoate or statutory Liens.

7.2.3. Limitation on Dispositions. Other than in the ordinary course of business, the

Borrower shall, and shall cause each Subsidiary to, not sell, transfer, assign,

abandon, surrender, exchange, lease, sublease, convey, encumber or otherwise

dispose of, or permit the sale, transfer, assignment, abandonment, surrender,

exchange, lease, sublease, conveyance, grant of encumbrance or other

disposition of any of its property, assets and undertaking without the prior written

consent of the Lender.

7.2.4. Limitation on Payments. The Borrower shall, and shall cause each Subsidiary

to, not make any distribution, payment or investment or in respect of any existing

indebtedness or trade or unsecured liabilities of the Borrower unless any such

distribution, payment or investment is permitted by written consent of the Lender.

7.2.5. Limitation on Reorganizations. Other than the Transaction, the Borrower shall,

and shall cause each Subsidiary to, not enter into any transaction or series of

transactions (including by way of reorganization, consolidation, amalgamation,

merger, liquidation or otherwise) which would have the effect or which would

otherwise result in all or substantially all of its property, assets and undertaking

becoming the property of any other person, or in the case of an amalgamation, of

the continuing corporation resulting therefrom.

EVENTS OF DEFAULT

8.1.

Events of Default. Each of the following events shall constitute an Event of Default:

8.1.1. Non-Payment. If the Borrower fails to pay any amount when due and payable

hereunder and such default is not remedied within 3 business days.

8.1.2. Covenants. If the Borrower fails to observe or perform any covenant or

obligation under this Agreement, the Arrangement Agreement or in any other

Loan Document on its part to be observed or performed (other than a covenant

or obligation whose breach or default in performance is specifically dealt with

elsewhere in this Section 8.1) and, if such breach or default is capable of being

cured, the Borrower shall fail to cure such breach or default within a period of 5

consecutive days after the earlier of (A) the date on which an officer of the

Borrower becomes aware of such failure or (B) the date on which written notice

thereof is given by the Lender to the Borrower specifying such breach or default

and requiring the Borrower to remedy or cure the same.

8.1.3. Incorrect Representations. If the Borrower makes any representation or

warranty under this Agreement, the Arrangement Agreement or any of the Loan

Documents to which it is a party which is incorrect or incomplete in any material

respect when made or deemed to be made and (i) the incorrect or incomplete

representation or warranty is not capable of being remedied by the Borrower, or

(ii) if the matter is capable of being remedied by the Borrower, the same shall be

continued unremedied for more than 5 consecutive days after the Borrower

receiving written notice from the Lender of such incorrect or misleading

representation or warranty.

8.1.4. Invalidity. If any of the Loan Documents is or becomes invalid or unenforceable

and such invalidity or unenforceability continues for at least 5 days after written

notice thereof is given by the Lender to the Borrower.

8.1.5. Insolvency. If under the Companies' Creditors Arrangement Act (Canada), the

Bankruptcy and Insolvency Act (Canada), the Winding Up Act (Canada) or any

other bankruptcy, insolvency or analogous laws:

8.1.5.1.

the Borrower makes a general assignment for the benefit of creditors,

files or presents a petition, makes a proposal or commits any act of

bankruptcy,

8.1.5.2.

any action is taken by or against the Borrower or any Subsidiary for

its winding up, liquidation or for the appointment of a liquidator,

trustee in bankruptcy, custodian, curator, sequestrator, receiver or if

any other officer with similar powers be appointed over the Borrower

or any Subsidiary or if a judgment or order shall be entered by any

court or jurisdiction approving a petition for reorganization,

arrangement or composition of or in respect of the Borrower or any

Subsidiary and, in the case of any such action, appointment or entry

initiated by a third party against the Borrower or any Subsidiary, if

such action or appointment shall continue undismissed or unstayed

for a period of 20 days, or

8.1.5.3.

the Borrower or any Subsidiary is adjudged or declared bankrupt.

8.1.6. Termination of Arrangement Agreement. If the Arrangement Agreement is

terminated for any reason.

8.1.7. Adverse Change. If a Material Adverse Change occurs and is not remedied

within 5 days, as determined by the Lender acting reasonably.

8.2.

Remedies. If an Event of Default occurs, the Lender may, by notice in writing to the

Borrower, cancel the availability of the Credit Facility and/or declare all or any part of the

outstanding Loans thereunder, together with all accrued and unpaid interest thereon, to

be immediately due and payable, whereupon:

8.2.1. all such amounts shall become immediately due and payable, without protest,

presentment, demand or further notice of any kind, all of which are expressly

waived by the Borrower, and the Borrower hereby unconditionally promises and

agrees to immediately pay such amounts to the Lender;

8.2.2. set-off, without prior notice to the Borrower, any amounts owing by the Lender to

the Borrower against any outstanding Obligations;

8.2.3. this Agreement and the Loan Documents shall become enforceable; and

8.2.4. the Lender shall be entitled to exercise all rights and remedies available to it

under this Agreement, any of the Loan Documents, at law, in equity, by statute,

or otherwise.

MISCELLANEOUS

9.1.

Notice. Any notice or other communication hereunder shall be in writing and, if

delivered, it shall be considered received on the day it is given to an officer of the

recipient, or if by facsimile transmission or, if any email address is provided below, by

email transmission in PDF format during normal business hours on a business day, it

shall be considered received on the same day as the transmission thereof was

successfully completed to the number or email address provided as follows:

9.1.1. In the case of the Lender:

Mobile Integrated Systems, Inc.

00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000

Xxxxxxx, XX X0X 0X0

Attention: Xxxxxx P.J.B. Xxxxxx, President and Chief Executive Officer

Facsimile: (000) 000-0000

with a copy to:

Xxxxxx Xxxx Canada LLP

0000, 000 - 0xx Xxxxxx XX

Xxxxxxx, Xxxxxxx X0X 0X0

Attention: Xxxxxxxxxxx X. Xxxxxxxxxx

Facsimile: (000) 000-0000

9.1.2. In the case of the Borrower:

Quantitative Alpha Trading Inc.

000 - 00 Xxxxxxx Xxxxxx

Xxxxxxx, XX X0X 0X0

Attention: Chief Executive Officer

Facsimile: (000) 000-0000

with a copy to:

Xxxx & Berlis LLP

Brookfield Place

000 Xxx Xxxxxx

Xxxxx 0000, Xxx 000

Xxxxxxx, XX X0X 0X0

Attention: Xxxxxxx X. Xxxxx

Facsimile: (000) 000-0000

9.2.

Assignment. The Borrower may not assign its rights or obligations hereunder without

the prior written consent of the Lender. The Lender may assign in whole or in part all of

its rights and obligations under this Agreement and the Loan Documents to any person

without requiring the consent of the Borrower.

9.3.

Further Assurances. Each party hereto shall, at the request of the other (but at the

expense of the Borrower), perform all such further acts and execute and deliver all such

further documents as may, in the reasonable opinion of the other, be necessary or

desirable in order to fully perform and carry out the purpose and intent of this Agreement.

9.4.

Counterparts. This Agreement may be executed in any number of counterparts,

including by electronic means, each of which shall be deemed to be an original and all of

which taken together shall be deemed to constitute one and the same instrument, and it

shall not be necessary in making proof of this Agreement to produce or account for more

than one such counterpart.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the

date first above written.

MOBILE INTEGRATED SYSTEMS, INC.

By:

(signed) "Xxxxxx P.J.B. Xxxxxx"

Xxxxxx P.J.B. Xxxxxx

President and Chief Executive Officer

QUANTITATIVE ALPHA TRADING INC.

By:

(signed) "Xxxxx XxXxxxxx"

Xxxxx XxXxxxxx

Chief Executive Officer

SCHEDULE "A"

DRAWDOWN NOTICE

To:

The Lender

Re:

Bridge Loan Agreement dated as of August 20, 2012 (such Bridge Loan Agreement, as it may

be amended, supplemented or otherwise modified or restated from time to time, is referred to as

the Credit Agreement), by and between Quantitative Alpha Trading Inc., as borrower (the

Borrower), and Mobile Integrated Systems, Inc., as lender (the Lender)

The date of the Advance is the ______ day of _______________, 20__.

The undersigned hereby irrevocably requests that the following Advance under the Credit Facility

be made available:

Amount:

$________________________________

The undersigned certifies to the Lender that:

(a)

no Material Adverse Change in the financial condition or operations of the Borrower has

occurred since the Effective Date;

(b)

all representations and warranties contained in the Loan Documents (excluding those

representations and warranties which are expressly limited to the Effective Date) are true

and correct in all material respects as if made on such date; and

(c)

on the date hereof, no pending Event of Default or Event of Default exists and no Event

of Default will occur as a result of the making of the Advance contemplated herein.

This Notice is irrevocable.

Attached hereto as Exhibit A is the Budget of the Borrower.

Capitalized terms used herein and not otherwise defined herein have the meanings given to them

by the Credit Agreement.

DATED this ______ day of _________________, ______.

QUANTITATIVE ALPHA TRADING INC.

By:

_________________________________

Name:

Title:

The Lender hereby consents to the Advance and to the Budget of the Borrower attached hereto.

MOBILE INTEGRATED SYSTEMS, INC.

By:

_________________________________

Name:

Title:

Exhibit A to the Drawdown Notice

Budget of the Borrower

To be attached.

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BRIDGE LOAN AGREEMENT

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