Constellation Software : Topicus.com Inc. - Exchange Agreement

Execution Version

EXCHANGE AGREEMENT

THIS AGREEMENT is made as of December 17 2020.

AMONG:

TOPICUS.COM INC., a company amalgamated under the laws of the Province of Ontario, Canada, with its registered office at #1200, 20 Adelaide Street East, Toronto, Ontario, Canada M5C 2T6 ("Listco")

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CONSTELLATION SOFTWARE NETHERLANDS HOLDING COÖPERATIEF U.A. (to be renamed TOPICUS.COM COÖPERATIEF U.A.), a Dutch cooperative (cooperative) incorporated under the laws of the Netherlands (registered number 59421916), with its registered office at Ringwade 61, 3439 LM Nieuwegein, the Netherlands (the "Coop")

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CONSTELLATION SOFTWARE INC., a company amalgamated under the laws of the Province of Ontario, Canada, with its registered office at #1200, 20 Adelaide Street East, Toronto, Ontario, Canada M5C 2T6 ("Constellation")

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IJSSEL B.V., a Dutch private company with limited liability (besloten vennootschap), incorporated under the laws of the Netherlands (registered number 74327461), with registered office at Singel 25, 7411 HW Deventer, the Netherlands ("IJssel")

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JODAY INVESTMENTS II B.V., a Dutch private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands (registered number 61649929), with its registered office at Binnenweg 1A, 1261 EK Blaricum, the Netherlands ("Joday")

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MR. MATTHIEU VAN AMERONGEN, born on December 25, 1968 in 's-Gravenhage, the Netherlands ("Van Amerongen")

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MR. JOHANNES RINUS BIJLSMA, born on June 15, 1965 in Utrecht, the Netherlands ("Bijlsma")

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MR. ROEL PETRUS FERDINAND BLOMSMA, born on March 27, 1981 in Tegelen, the Netherlands ("Blomsma")

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MR. JOHAN LEON MARIE KNOOREN, born on May 5, 1968 in Sittard, the Netherlands ("Knooren")

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MR. RAMON ZANDERS, born on August 15, 1973 in Amsterdam, the Netherlands ("Zanders")

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FAMILIESTICHTING NEDERVIJF, a foundation incorporated under the laws of the Netherlands, with its corporate seat in Oud-Alblas, the Netherlands ("Nedervijf", and together with Joday, Van Poelje, Van Amerongen, Bijlsma, Blomsma, Knooren and Zanders, the "Joday Group")

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EACH PERSON WHO FROM TIME TO TIME EXECUTES THIS AGREEMENT OR IS DEEMED TO BE A PARTY HERETO

WHEREAS the Investor Rights and Governance Agreement provides that (i) holders, from time to time, of the Preference Units have the right to convert such Preference Units into Ordinary Units on the terms and conditions provided for therein, and (ii) holders, from time to time, of Ordinary Units have the right to exchange such Ordinary Units for Subordinate Voting Shares on the terms and conditions provided for herein and therein;

AND WHEREAS the parties wish to enter into this Agreement in order to, among other things, grant the Exchange Right (as defined below) to the Holders, and to set out the terms and conditions governing the arrangement for the Holders to exchange the Ordinary Units;

AND WHEREAS the Coop is named Constellation Software Netherlands Holding Coöperatief U.A. on the date hereof, but will be renamed Topicus.com Coöperatief U.A.;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the sufficiency of which is hereby acknowledged by each of the parties, the parties agree as follows:

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ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.01 Definitions.

In this Agreement, the following terms shall have the following meanings:

"Agreement" means this exchange agreement, as the same may be supplemented or amended or restated from time to time, and expressions "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions refer to this exchange agreement, and, unless otherwise indicated, references to articles and sections are to articles and sections in this exchange agreement.

"Applicable Law" means: (a) any applicable domestic or foreign law including any statute, subordinate legislation or treaty; and (b) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a governmental authority having the force of law.

"Applicable Number of Shares" means the product of the number of Ordinary Units specified in an Exchange Notice multiplied by the applicable Exchange Ratio.

"Bijlsma" has the meaning set out in the recitals.

"Blomsma" has the meaning set out in the recitals.

"Board" means the board of directors of Listco.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are generally open in the Netherlands and in Ontario, Canada for normal business.

"CDS" means CDS Clearing and Depository Services Inc. and its successors.

"CDS Participant" means a broker, dealer, bank, other financial institution or other Person who, directly or indirectly, from time to time, effects book-based transfers with CDS and pledges of securities deposited with CDS.

"Constellation" has the meaning set out in the recitals.

"Coop" has the meaning set out in the recitals.

"Exchange" has the meaning ascribed thereto in Section 2.01.

"Exchange Date" has the meaning set out in Section 2.05.

"Exchange Ratio" has the meaning ascribed thereto in Section 2.02(1).

"Exchange Right" has the meaning ascribed thereto in Section 2.01.

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"Exchange Notice" means the notice to be delivered by a Holder to effect an Exchange in accordance with the terms and conditions of this Agreement, the form of which is attached hereto as Schedule A.

"Exchangeable Units" means the Preference Units and the Ordinary Units held by the Holders from time to time.

"Holders" means registered holders of Exchangeable Units, from time to time, other than Listco.

"IJssel" has the meaning set out in the recitals.

"Investor Rights and Governance Agreement" means the investor rights and governance agreement dated December 17, 2020 among the parties.

"Joday" has the meaning set out in the recitals.

"Joday Group" has the meaning set out in the recitals.

"Knooren" has the meaning set out in the recitals.

"Listco" has the meaning set out in the recitals.

"Listco Successor" has the meaning ascribed thereto in Section 4.01(1)(a).

"Nedervijf" has the meaning set out in the recitals.

"Ordinary Units" means the ordinary membership interests in the Coop.

"Person" means any natural person, corporation, company, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other body corporate or entity, whether acting in an individual, fiduciary or other capacity.

"Preference Units" means the non-voting preferred membership interests in the Coop.

"Reclassification Event" has the meaning ascribed thereto in Sections 2.02(3).

"Reorganization" has the meaning ascribed thereto in Section 2.02(2).

"Securities Act" means the Securities Act (Ontario), as it may be amended from time to time, and any successor legislation.

"Securities Commissions" means the applicable securities commission or other regulatory authority in each of the provinces and territories of Canada.

"Securities Laws" means, collectively, the applicable securities laws of each of the provinces and territories of Canada and the respective regulations and rules made under those securities laws, together with all applicable policy statements, instruments, blanket

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