Gemcom Software International Inc. and Eagle Acquisition Canada Inc. - s. 9.1

Headnote

Relief from the formal valuation requirement in connection with a business combination pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions -- issuer and arm's length purchaser negotiated terms of the acquisition of the issuer -- related party of the issuer subsequently approached and agrees to support transaction and acquire an equity interest in the purchaser -- involvement of related party brings transaction within the definition of a business combination under MI 61-101-- related party did not have any special information or degree of influence over the issuer -- purchase price increased from price negotiated by arms' length parties -- exemptive relief from formal valuation requirements granted subject to conditions that none of the purchaser, parties acting jointly with the purchaser, or their respective affiliates receive greater consideration than any other security holders of the issuer; the information circular concerning the transaction discloses any material information that such parties may have that has not been generally disclosed; and, none of such parties has, or had within the preceding 12 months, any board or management representation in respect of the issuer.

Legislative Provisions Cited

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O., 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

MULTILATERAL INSTRUMENT 61-101

PROTECTION OF MINORITY SECURITY HOLDERS

IN SPECIAL TRANSACTIONS

AND

IN THE MATTER OF

THE ARRANGEMENT

INVOLVING GEMCOM SOFTWARE

INTERNATIONAL INC. AND

EAGLE ACQUISITION CANADA INC.

ORDER

(Section 9.1)

UPON the joint application (the "Application") of Gemcom Software International Inc. ("Gemcom") and Eagle Acquisition Canada Inc. (the "Purchaser") to the Director for an order pursuant to Section 9.1 of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), exempting Gemcom from the requirement to obtain a formal valuation in connection with the business combination involving Gemcom and the Purchaser.

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

AND UPON Gemcom and the Purchaser having represented to the Director as follows:

1. Gemcom is a corporation existing under the laws of British Columbia. Its registered office is located at 2900-550 Burrard, Vancouver, British Columbia, V6C 0A3.

2. Gemcom is a reporting issuer under the securities laws of the provinces of British Columbia, Alberta and Ontario, and is not on the list of reporting issuers in default in any of those jurisdictions.

3. The authorized share capital of Gemcom consists of an unlimited number of common shares ("Shares") and an unlimited number of preference shares issuable in series. As of the close of business on May 6, 2008, there were 53,822,924 Shares issued and outstanding, there were no preference shares issued and outstanding, there were options to purchase Shares ("Options") providing for the issuance of no more than 4,251,273 Shares, and there were warrants to purchase Shares ("Warrants") providing for the issuance of no more than 4,230,903 Shares. For the purposes of this Order, "Securities" shall mean, collectively, the Shares, the Options and the Warrants.

4. The Shares are listed and posted for trading on the Toronto Stock Exchange under the symbol "GCM".

5. The Purchaser is a corporation existing under laws of British Columbia. Its registered office is located at 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

6. The Purchaser was formed by affiliates of JMI Equity Fund VI, L.P. ("JMI VI") and Carlyle Venture Partners III, L.P. ("CVP III") for the sole purpose of acquiring Gemcom pursuant to the proposed transaction.

7. JMI VI is a fund managed by JMI Management, Inc. a U.S. private equity firm, and its registered office is located at c/o The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. As of the date hereof, JMI VI does not hold any Securities.

8. CVP III is a fund sponsored by The Carlyle Group, a global private equity firm, and its registered office is located at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. As of the date hereof, CVP III does not hold any Securities.

9. Pala Investments Holdings Limited ("Pala") is a long-term investment company, and its registered office is located at 12 Castle Street, St. Helier, Jersey, JE2 3RT

10. In November 2007, Gemcom commenced a confidential auction, through which it canvassed the market for parties who would be interested in acquiring Gemcom. The auction was overseen by a majority independent committee (the "Committee") of the Gemcom board of directors (the "Board").

11. During the auction process, JMI VI and CVP III gained access to due diligence materials, which contained confidential information concerning Gemcom's business, financials, operations, technology, strategies and opportunities, etc. (collectively, "Due Diligence Materials") by entering into a non-disclosure agreement with Gemcom dated November 14, 2007.

12. The Committee received more than 20 expressions of interest and subsequently received initial offers from 10 potential buyers (three strategic buyers and seven financial buyers). After additional discussions with these interested parties, the Committee received non-binding offers from six parties (four financial buyers and two strategic buyers). After the Committee sought and obtained improvements in the terms offered, the Committee established a short list of three potential bidders (all financial buyers), each of which had presented competitive offers. The Committee analyzed the final proposals with its financial and legal advisors and decided to enter into exclusive discussions and negotiations with JMI VI and CVP III, with a view towards reaching a definitive agreement with respect to the acquisition of Gemcom.

13. On March 15, 2008, JMI VI, CVP III and Gemcom entered into a new confidentiality and non-disclosure agreement (the "March NDA"), which contained, among other provisions, a standstill provision, and the parties also entered into an exclusivity letter agreement.

14. On May 7, 2008, Gemcom and the Purchaser entered into an arrangement agreement (the "Arrangement Agreement"), which provided for, among other things, the acquisition of Gemcom by the Purchaser pursuant to a statutory plan of arrangement under the laws of British Columbia. Pursuant to the Arrangement Agreement, holders of Shares would have received $2.90 in cash for each Share (the "Purchase Price"), and holders of Options and Warrants that remained outstanding as of the effective time of the proposed transaction, would have received the amount in cash, if any, by which the Purchase Price exceeded the exercise price of such Options or Warrants, as applicable. Each of the directors and certain officers of Gemcom, and each affiliate of such directors and officers, have entered into voting agreements with the Purchaser, pursuant to which each party thereto has agreed to vote in favour of the transaction at the special meeting of Gemcom securityholders which has been called to consider the transaction.

15. Prior to approving the Arrangement Agreement, the Committee and the Board received an opinion from The Catalyst Group LLC, a financial advisor, that the consideration to be received by Gemcom's securityholders under the proposed transaction was fair, from a financial point of view, to such holders.

16. Pala first acquired Shares on January 7, 2008. Following announcement of the proposed transaction, Pala acquired ownership of 4,039,700 Shares. As of the date hereof, Pala holds 10,407,100 Shares, representing 19.05% of the issued and outstanding Shares, and holds no other Securities.

17. Following announcement of the proposed transaction, JMI VI and CVP III approached Pala to inquire on what basis Pala, as Gemcom's largest shareholder, would support the Proposed Transaction.

18. On June 8, 2008, Pala entered into a confidentiality and non-disclosure agreement with Gemcom, JMI VI and CVP III (the "June NDA"), in a form substantially similar to the March NDA, pursuant to which it was provided with Due Diligence Materials in order to evaluate the merits of participating in the business combination.

19. On June 8, 2008, Gemcom and the Purchaser entered into an amendment to the Arrangement Agreement, which provides for, among other things, (i) the addition of Pala as one of the indirect shareholders of the Purchaser holding an interest of approximately 25% of the shares of the Purchaser (with JMI VI and CVP III each indirectly having an equal interest in the balance of the shares of the Purchaser), (ii) an increased Purchase Price of $3.05, and (iii) an additional condition to closing of the transaction of receipt of minority approval within the meaning of MI 61-101. Prior to approving the amended transaction, the Committee and the Board received an opinion from a financial advisor that the consideration to be received by Gemcom's securityholders under the transaction (as amended) was fair, from a financial point of view, to such holders.

20. Under MI 61-101, the amended transaction is a "business combination", and Pala, as a related party of Gemcom (by virtue of owning more than 10% of the outstanding Shares), will together with joint actors (JMI VI and CVP III) indirectly acquire Gemcom. As a result, MI 61-101 requires that Gemcom obtain a formal valuation of its Shares in respect of this amended transaction.

21. The interest of Pala in Gemcom and its status as a "related party" has not resulted in it being provided with any special information or obtaining any degree or influence over the business and operations of Gemcom.

22. Except pursuant to the June NDA, Pala has not gained any knowledge of, or influence over, the business or operations of Gemcom.

23. Pala has never had any board or management representation at Gemcom, nor have any of its principals, directors, officers or employees ever had a relationship with Gemcom, any of its subsidiaries, or any of its directors, officers or employees.

24. Neither JMI VI, nor CVP III, both joint actors with Pala, is an "interested party" (within the meaning of MI 61-101) in the business combination.

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

IT IS ORDERED pursuant to section 9.1 of MI 61-101 that the business combination involving Gemcom and the Purchaser is exempt from the formal valuation requirement under MI 61-101, provided that:

(a) none of the Purchaser, JMI VI, CVP III, Pala or any of their respective affiliates have entered into any collateral agreement, commitment or understanding that has the effect, directly or indirectly, of providing any securityholder of Gemcom with consideration of greater value than offered to any other securityholders of the same class of securities, other than as would be expressly permitted pursuant to Section 4.1 of OSC Rule 62-504 in connection with a formal takeover bid for all the securities of Gemcom; and

(b) Gemcom discloses in the management information circular to be mailed to its securityholders in connection with the transaction (i) any material information concerning Gemcom or its Securities of which the Purchaser, JMI VI, CVP III or Pala may have knowledge that has not been generally disclosed, and, (ii) that none of Pala, JMI VI or CVP III has, or has had within the preceding 12 months, any board or management representation.

DATED June 9, 2008