DEFINITIONS AND INTERPRETATION Section 1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, terms used herein that are not defined have the meanings described thereto in the Arrangement Agreement and the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Arrangement” means an arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated as of April 22, 2013 between the Purchaser and the Company, as same may be amended, supplemented or restated in accordance therewith, prior to the Effective Time, providing for, among other things, the Arrangement;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“Board” means the board of directors of the Company;

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario;

“CBCA” means the Canada Business Corporations Act;

“Certificate of Arrangement” means the certificate giving effect to the Arrangement, issued by the Director pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed;

“Circular” means the notice of meeting and management proxy circular of the Company dated May 10, 2013 sent to Shareholders in connection with the Meeting, including the schedules and appendices thereto and all amendments from time to time made thereto;

“Common Shares” means the outstanding common shares in the capital of the Company;

“Company” means Softchoice Corporation, a corporation incorporated under the laws of Canada;

“Company Meeting” means the special meeting of the Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“Consideration” means C$20.00 in cash per Common Share, without interest;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Depositary” means such Person as the Purchaser may appoint to act as depositary for the Common Shares in relation to the Arrangement, with approval of the Company, acting reasonably;

“Director” means the Director appointed under section 260 of the CBCA;

“Dissent Rights” has the meaning specified in Section 3.1;

“Dissenting Shareholder” means a registered Shareholder who has properly exercised its Dissent Rights in accordance with Section 3.1, who has not withdrawn or been deemed to have withdrawn such exercise and who is ultimately determined to be entitled to be paid the fair value of its Common Shares;

“DSU Plan” means the Company’s Deferred Share Unit Plan for Directors effective January 1, 2007;

“DSUs” means the outstanding deferred share units issued under the DSU Plan of which 151,839 are outstanding and which vest on the retirement date of the holder;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” means 8:00 a.m. (Toronto Time) on the Effective Date;

“Final Order” means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange;

“Interim Order” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably;

“Letter of Transmittal” means the letter of transmittal forwarded by the Company to Shareholders together with the Circular or such other equivalent form of letter of transmittal acceptable to Purchaser, acting reasonably;

“Loan Amount” means an amount of cash on hand of the Company, equal to such amount as determined by the Purchaser to be lent to the Purchaser and deposited with the Depositary by the Company in accordance with Section 2.2(b)(i) hereof and at the time provided for in Section 2.9 of the Arrangement Agreement provided that the Company has sufficient cash on hand to satisfy the payment of all Option and Plan Amounts pursuant to Section 2.2(c) to Section 2.2(f) hereof;

“Maximum Cash Amount” means the aggregate amount deposited by the Purchaser with the Depositary, in accordance with Section 2.9 of the Arrangement Agreement, of cash equal to (i) the product obtained by multiplying (A) the number of Common Shares outstanding (minus any Rollover Shares) immediately prior to the Effective Time by (B) the Consideration, less (ii) the Loan Amount;

“Options” means options to purchase Common Shares granted under the Stock Option Plan of which 584,220 were granted in 2010 and have vested, 485,000 were granted in 2011 and of which 455,900 have been recommended by the Board to be vested under the Arrangement, and 120,405 were granted in 2012 and have been recommended by the Board to be vested under the Arrangement;

“Option and Plan Amounts” means the amounts necessary to make the payments pursuant to Section 2.2(c) to Section 2.2(f) hereof;

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

“Plan Participant” means any holder of Options, RSUs, DSUs or SARs who is entitled to consideration pursuant to Section 2.2 hereof;

“Purchaser” means Goliath Acquisition Inc., a corporation incorporated under the laws of Canada, or its permitted assignee under the Arrangement Agreement and their respective successors;

“Rights Plan” means the shareholder rights plan agreement between the Company and Computershare Investor Services Inc., as rights agent, dated as of April 4, 2007.

“Rollover Agreement” means any duly executed rollover commitment letter between the Purchaser and a holder of Rollover Shares;

“Rollover Share” means any Common Share which is the subject of a rollover agreement between the holder of such Common Share and the Purchaser as of the Effective Date;

“RSU Plan” means the Company’s Restricted Share Unit Plan for Officers and Key Employees effective March 21, 2012;

“RSUs” means the 40,417 outstanding restricted share units issued under the RSU Plan;

“SAR Plan” means the Company’s Share Appreciation Rights Plan;

“SARs” means the outstanding share appreciation rights of which 97,000 were issued in 2010 and 185,900 were issued in 2012;

“Shareholders” means the registered or beneficial holders of the Common Shares, as the context requires;

“Stock Option Plan” means the Company’s performance stock option plan effective February 11, 2010, as amended on February 13, 2012 (at which time it was renamed the “Stock Option Plan), March 11, 2013 and March 21, 2013; and

“Tax Act” means the Income Tax Act (Canada).