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      Investors / Code of Business Conduct and Ethics

      The successful business operation and reputation of Tucows Inc. (“Tucows” or, the “Company”) is built upon the principles of fair dealing and ethical conduct of our employees, directors and officers. Each director and employee of the Company, including officers of the Company, is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of personal integrity.

      The continued success of Tucows is dependent upon our customer’s trust, and we are dedicated to preserving that trust. Employees owe a duty to Tucows and its customers and shareholders to act in a way that will merit the continued trust and confidence of the public.

      Purpose

      The purposes of this Code of Business Conduct and Ethics (this “Code”) are to: (i) focus directors and employees on areas of ethical risk, (ii) provide guidance to help them recognize and deal with ethical issues, (iii) provide mechanisms for them to report unethical conduct and (iv) foster among them a culture of honesty and accountability.

      It is impossible to predict and describe every situation, so make sure you adopt both the spirit and the letter of this Code. We also need your help to make sure this Code is complied with. If you believe that any director, officer, employee, contractor or other individual has violated this Code, you should report this to your manager or the Company’s Chief Legal Officer, whose contact information is provided at the end of this Code.

      Overview

      In general, the use of good judgment based on high ethical principles will guide you, the employee, with respect to lines of acceptable conduct. Tucows will comply with all applicable laws and regulations and expects its directors, officers, employees, partners and suppliers to conduct business in accordance with this letter, spirit and intent of all relevant laws.

      Discrimination and Harassment

      We are committed to creating a supportive work environment and each employee is expected to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination. Tucows is an equal opportunity employer and employment is based solely on individual merit and qualifications directly related to professional competence. Tucows strictly prohibits discrimination or harassment of any kind on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law.

      Tucows has a Diversity and Inclusion Policy and attendant online course which each employee is required to complete and acknowledge by signature upon employment and review annually.

      Confidentiality

      As a Tucows director, officer, employee or contractor, you may have access to the Company’s confidential or proprietary information or the confidential or proprietary information of our customers, partners or other third parties, and it’s imperative that you always protect the confidentiality of such information, during and after your employment or engagement at Tucows. If you witness or suspect a particular situation that leads you to believe that confidential information or property of Tucows, our partners or customers has been compromised, immediately report this to your manager or the Legal Department.

      Confidential information includes proprietary information, data, trade secrets and know-how, such as software and product designs, sales figures, revenue data, development plans, customers’ information and data, ticket contents, information marked as confidential and your user ID, passwords and similar security tools that you use to access computers, data processing resources and facilities. There are “gray areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. Sometimes it may be difficult to determine what comprises confidential or proprietary information, so when in doubt you should ask your manager or the Legal Department before sharing data with third parties. A good rule of thumb is that all information related to our business and customers should be considered proprietary and confidential unless it has been publically released.

      Insider Trading

      Employees, officers and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy (the “Insider Trading Policy”) governing trading in securities of the Company by employees, officers and directors. The Insider Trading Policy has been distributed to every employee, officer and director. If you have any questions, please consult the Company’s Chief Legal Officer.

      Compliance Procedures

      We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

      • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
      • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, you should seek advice through appropriate channels, including contacting someone in the legal or HR department other than the person who directed you to do the thing that your instinct tells you that you should not do.
      • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
      • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. Your supervisor will often be the first point of contact, unless your issue involves your supervisor, in which care you should see independent advice from the HR or legal department.
      • Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with your Human Resources manager or legal counsel.
      • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
      • Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

      Implementation and Oversight of this Code

      The Company’s Board of Directors (the “Board”) is ultimately responsible for the implementation and oversight of this Code. The Board has designated the Audit Committee of the Board (the “Audit Committee”) to administer this Code. If you have any questions regarding the application or interpretation of this Code, you can speak with the designated executive or the Audit Committee. The designated executive for the employees is the Chief Legal Officer, whose contact information is provided at the end of this Code.

      If you are uncomfortable contacting the Chief Legal Officer or if your concern involves potential misconduct that relates to questionable accounting or auditing matters, you may contact the Chair of the Audit Committee at the contact information provided at the end of this Code.

      You will receive periodic training on the contents and importance of this Code and related policy statements in which violations must be reported and waivers must be requested. We require all directors and employees to comply with this Code.

      Reporting Requirements and Enforcement

      If you learn of or suspect any illegal, unethical or improper conduct, including any violation of this Code, that has occurred or is likely to occur, you must immediately report the violation to the Chief Legal Officer, another member of the Company’s senior management, or the Chair of the Audit Committee. Directors and employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. The Company will consistently enforce this Code through appropriate means of discipline up to and including termination.

      Code of Ethics for CEO and Senior Officers

      This Code is applicable to all directors and employees of the Company. The CEO and all senior financial officers, including the CFO and principal accounting officer (collectively, the “Senior Officers”), are bound by the provisions set forth herein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the matters set forth elsewhere in this Code, the Senior Officers are subject to the following additional specific policies:

      • The Senior Officers are expected to carry out their responsibilities honestly, ethically and with integrity, exercising at all times their best independent judgment.
      • The Senior Officers should avoid, to the fullest extent possible, situations in which their own interests’ conflict, or may appear to conflict, with the interest of Tucows. In any situation in which a Senior Officer finds himself/herself with an actual or apparent material conflict of interest, he/she should promptly disclose it to the Chairman of the Audit Committee, who will review the transaction or relationship. If he/she determines that a material conflict does exist, he/she will refer the matter to the Board, who will determine how the situation should be resolved.
      • The Senior Officers are responsible for assuring full, fair, accurate and timely disclosure of relevant financial information to shareholders and investors. In particular they are responsible for assuring that Tucows complies with the Securities and Exchange Commission (the “SEC”) rules governing disclosure of financial information.
      • The Senior Officers should establish and maintain internal controls and procedures and disclosure controls and procedures so as to assure that the financial information that is recorded, processed and transmitted to those responsible for preparing periodic reports and other public communications containing information is complete, accurate and timely.
      • The Senior Officers shall review each periodic report for accuracy and completeness before it is filed with the SEC and review each public communication containing financial information before it is released.
      • The Senior Officers shall promptly disclose to their superiors, and if necessary to the Audit Committee and Tucows’ independent auditors, any material weaknesses in, or concerns regarding, Tucows’ disclosure controls or internal controls.
      • The Senior Officers should comply at all times with applicable governmental laws, rules and regulations.
      • The Senior Officers should promptly bring to the attention of the Audit Committee or the Board:
        • any matters that could compromise the integrity of Tucows’ financial reports;
        • any disagreement with respect to any material accounting matter; and
        • any violation of this Code or any law or regulation related to Tucows’ accounting or financial affairs.

      Compliance with this Code

      If any employee knows of or suspects a violation of applicable laws, rules or regulations or this Code of Ethics, the employee must immediately report that information to the Audit Committee. No employee will be subject to retaliation because of a good faith report of a suspected violation. Violations of this Code may result in disciplinary action, up to and including discharge. The Audit Committee shall determine, or shall designate appropriate persons to determine, appropriate action in response to violations of this Code.

      The Board shall approve any waiver or amendment to this Code and any such waiver or amendment shall be disclosed promptly, as required by law or regulations of the SEC.

      Waivers of this Code

      If a Senior Officer would like to seek a waiver of this Code, the Senior Officer must make full disclosure of the particular circumstances to the Audit Committee. Amendments to and waivers of this Code will be publicly disclosed as required by applicable law and regulations.

      Chief Legal Officer Contact Information

      Issues related to the matters set forth this Code may be reported directly to Bret Fausett, Chief Legal Officer, bfausett@tucows.com, (310) 985-1351, 96 Mowat Avenue, Toronto, ON M6K 3M1, Canada. All communications will be treated confidentially. Interested parties can remain anonymous when communicating their concerns.

      Audit Committee Contact Information

      Issues related to the matters set forth this Code, including matters related to potential misconduct that relates to questionable accounting or auditing matters, may be reported directly to Jeffrey Schwartz, Chair of the Audit Committee, jschwartz@tucows.com, (416) 646-5472, 96 Mowat Avenue, Toronto, ON M6K 3M1, Canada. All communications will be treated confidentially. Interested parties can remain anonymous when communicating their concerns.

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