Comamtech Inc. -- s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the State of Delaware.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c .S.5, as amended.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.S.O. 1990 REGULATION 289/00, AS AMENDED

(the "Regulation")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

COMAMTECH INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Comamtech Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission for the Applicant to continue (the "Continuance") in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated pursuant to the Business Corporations Act (Ontario) (the "OBCA") by certificate of incorporation effective on August 16, 2010 under the name Comamtech Inc.

2. The Applicant is the successor corporation to Copernic Inc., an issuer that was a reporting issuer in Ontario within the meaning of the Act (as hereinafter defined).

3. The Applicant's registered office and head office are located at 333 Bay Street, Suite 2400, Toronto Ontario, M5H 2T6.

4. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares"), of which 2,097,861 are issued and outstanding as at the date hereof.

5. The Applicant's issued and outstanding Common Shares are traded on the OTC Bulletin Board (the "OTC") under the symbol "COMT".

6. The Applicant is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant intends to remain a reporting issuer in Ontario after the Proposed Transaction. The Applicant is not a reporting issuer in any other jurisdiction of Canada.

7. The Applicant proposes to make an application to the Director pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue under the laws of the State of Delaware.

8. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.

9. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act or the OBCA.

10. The Applicant is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act or the OBCA.

11. The Application for Continuance is being made in connection with a plan of arrangement involving the Applicant, 2259736 Ontario Inc., a wholly-owned subsidiary of the Applicant and DecisionPoint Systems, Inc. ("Proposed Transaction")

12. The holders of Common Shares of the Applicant authorized the continuance of the Applicant at a special meeting of shareholders (the "Meeting") held on March 2, 2011. The special resolution authorizing the Continuance was approved at the Meeting by 99.08% of the votes cast.

13. The management information circular of the Applicant dated January 21, 2011 describing the Continuance (the "Information Circular") provided to all the shareholders of the Applicant in connection with the Meeting, included disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the OBCA and the laws of the State of Delaware and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to section 185 of the OBCA.

14. The material rights, duties and obligations of a corporation governed by the laws of the State of Delaware are, in many instances, comparable to those of a corporation governed by the OBCA.

15. The Applicant intends to remain a reporting issuer in Ontario after the Proposed Transaction.

16. As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" thereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix "A".

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the laws of the State of Delaware.

DATED this 11 day of March, 2011.

APPENDIX "A"

UNDERTAKING

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: March 5, 2011

SCHEDULE "A"

ISSUER FORM OF SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

_________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:

_________________________

3. Address of principal place of business of Issuer:

_________________________

4. Description of securities (the "Securities"):

_________________________

5. Name of agent for service of process (the "Agent"):

_________________________

6. Address for service of process of Agent in Canada (which address may be anywhere in Canada):

_________________________

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with any notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defence in any such Proceeding an alleged lack of jurisdiction to bring such Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities have been distributed; and

(b) any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.

11. This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of Province of Ontario.

AGENT

The undersigned accepts the appointment as agent for service of process of White Tiger Gold Ltd. under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.