Aegis Identity Software, Inc. entered into a non-binding letter of intent to acquire Code Rebel Corp (NasdaqCM:CDRB) in a reverse merger transaction on January 14, 2016. Aegis Identity Software, Inc. signed a definitive agreement to acquire Code Rebel Corp (NasdaqCM:CDRB) in a reverse merger transaction on March 11, 2016. Under the terms of the letter of intent, Aegis Identity shareholders will own 60% of the issued and outstanding shares of Code Rebel, on a fully diluted basis, immediately following the merger of Aegis with Code Rebel. The letter of intent also provides that Code Rebel will lend Aegis Identity $0.5 million. The loan will be discharged in the merger. If the merger is not consummated, then the loan is due on June 30, 2016 or upon the occurrence of certain other specified events. Post transaction, Code Rebel will be the surviving entity in the merger. If the transaction is terminated by either party due to a superior offer or the acceptance of a takeover proposal, such party must pay to other party a termination fee equal to the greater of (i) 150% of the costs and expenses incurred by such other party in connection with the merger or 5% of the consideration paid to the terminating party or its stockholders in such takeover proposal in excess of the consideration that would be payable by such other party in the merger. At closing, the post-merger board of directors will consist of seven directors and comprise of a mix of certain current directors of Aegis and current existing Code Rebel’s directors. Also, certain stockholders of Code Rebel that hold more than 50% of the issued and outstanding CR Shares agreed to vote in favor of the transaction and the related transactions, including to amend and restate the charter, under which the authorized shares of would be increased to 100 million shares which is sufficient to facilitate the merger. Completion of the merger is contingent upon certain closing conditions, including customary due diligence considerations, the negotiation, execution and delivery of a merger agreement by the parties, Code Rebel board and stockholder approval of Code Rebel and Aegis Identity Software. The transaction is also subject to approval from third party and other governmental approvals. The stockholder’s meeting of Code Rebel will be held on April 30, 2016. The merger agreement was unanimously approved by the Code Rebel Corporation’s Board of Directors. Richard M. Morris of Herrick Feinstein, L.L.P. acted as legal advisor and Eric M. Hellige of Pryor Cashman LLP acted as legal advisor for Aegis. Oppenheimer & Co. acted as financial advisor for Code Rebel. Aegis Identity Software, Inc. cancelled the acquisition of Code Rebel Corp (NasdaqCM:CDRB) on May 17, 2016. The transaction was cancelled due to the suspension of the trading of Code Rebel common stock following an Order issued by the U.S. Securities and Exchange Commission on May 6, 2016.