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      Insider Trading Policy

      Tucows is a public company, accountable to shareholders, and therefore subject to federal securities laws that will impose certain obligations on all Company employees. These obligations relate primarily to the disclosure of information to the public – basically, what you are allowed to say, and not allowed to say, about your work at Tucows. “Tucows” as used in this policy statement refers to all of the Tucows subsidiaries and brands, including Ting Mobile, Ting Fiber, OpenSRS, Enom, and EPAG.

      It is important to read and understand the rules and regulations in this document. They apply to every Tucows employee regardless of where you reside and regardless of whether or not you have options or shares in the company.

      The rules, in summary, are as follows:

      • Employees are to maintain confidentiality about Tucows’ business and are not to communicate any internal information about the company – or respond to rumors about the company – if that information has not already been made public in a press release.
      • Only a “Designated Officer” can speak on behalf of the company. The “Designated Officers” are Dave Singh, CFO and Elliot Noss, CEO. Refer all outside requests for information about the company, no matter how casual the request, (from a customer, shareholder, journalist or friend) to Dave Singh (dsingh@tucows.com), or redirect inquiries to Investor Relations, Lawrence Chamberlain (lawrence.chamberlain@loderockadvisors.com).
      • Employees are not to buy or sell Tucows’ stock based on “insider” information that has not yet been made public in a press release, or to disclose such information to another person.


      Tucows is involved from time to time in matters that are sensitive in nature and important to the Company, its employees and its stockholders. The federal securities laws impose certain obligations on Tucows regarding the disclosure of information to the investing public. To comply with these laws Tucows has established the following policies and procedures that are applicable to all of its employees.

      Maintaining Confidentiality. In order to ensure that the Company does not break the law with regard to disclosure, employees must not disclose to any outsider any internal information that a reasonable shareholder would consider important in making the decision to buy or sell Tucows’ stock.

      Designated Spokesperson. The Company has designated Elliot Noss and Dave Singh as “Designated Officers” for Tucows Inc. No other employees of Tucows are authorized to speak on behalf of the Company with respect to corporate actions affecting the company; therefore, unless you have been expressly authorized to make such disclosure, if you receive any inquiry from a third party (whether a securities analyst, a member of the media or another person) regarding the Company, you must immediately refer the inquiry to one of the Designated Officers named above or redirect inquiries to Investor Relations, Lawrence Chamberlain (lawrence.chamberlain@loderockadvisors.com).

      Trading of Securities. The federal securities laws prohibit any person from buying or selling shares in Tucows’ securities while in possession of material information concerning the Company which has not already been disclosed to the investing public, or from disclosing such information to another person who is likely to trade in the Company’s stocks.

      Responding to Rumors. Rumors concerning the business affairs of the Company may circulate from time to time. It is the Company’s general policy not to comment upon such rumors. Individual employees, too, should refrain from commenting upon or responding to rumors and should refer any requests for comments or responses to Dave Singh as a Designated Officer.

      Any questions regarding these policies in general, or how they would apply to the facts of a specific case, should be directed to Dave Singh. The failure to observe these policies can be the basis for discipline or discharge.


      Directors, Officers and Other Employees


      Since the Common Stock of Tucows Inc. (the “Company”) is publicly traded, all directors, officers and other employees of the Company must be aware of and scrupulously observe the various laws and rules prohibiting what is commonly referred to as “insider trading.” This Policy Statement is designed to protect the Company’s reputation for integrity and ethical conduct that we have all worked hard to achieve. The policy applies to all directors, officers and employees of the Company. It also affects members of your family as well as your friends and associates.

      At the outset, it should be made clear that an investment in the Company’s publicly traded securities by directors and employees is encouraged. Nonetheless, it is also important to advise you of certain restrictions on purchases or sales as required under the U.S. securities laws. The securities laws are comprehensive and far reaching. Accordingly, this Policy Statement which is primarily concerned with insider trading, points out only the more common problems relevant to that subject and does not attempt to deal with all of the prohibitions and restrictions which may be applicable to transactions in securities by a director, officer or other employee of the Company or his or her relatives or friends. Please also note that this Policy Statement is not intended to replace the primary responsibility of each director, officer and other employee to understand and comply with the prohibition on insider trading under U.S. federal securities laws. Specific questions should be addressed to Dave Singh, Chief Financial Officer. Please remember that you have the ultimate responsibility for complying with insider trading laws and should therefore not simply and completely rely on the procedures and policies set forth in this Policy Statement but, rather, you should obtain additional guidance whenever possible.

      Failure to comply with this Policy Statement or Insider Trading Laws may result in the loss of your job or position as well as substantial civil and criminal penalties. Because you will be asked to certify as to your understanding and intention to comply (as well as to your actual compliance) with this Policy Statement, you should read this Policy Statement carefully and contact Dave Singh if you have any questions. The Company may also require you to confirm from time to time that you have reviewed this Policy Statement and are in compliance.

      Policy Statement

      It is the Company’s general policy that a director, officer or other employee of the Company (or a related person with respect to any of the foregoing) who has material, non-public information relating to the Company may not buy or sell securities of the Company or engage in any other action to take advantage of, or pass on to others, such information.

      This policy applies regardless of whether any director, officer or other employee of the Company (or a related person with respect to any of the foregoing) is a resident of the United States. This policy also applies to non-public information about any other company, including without limitation any information concerning customers or suppliers, that is obtained either in the course of your employment with the Company or while acting on behalf of the Company.

      Further, a director, officer or other employee should avoid discussing or disclosing non-public information about the Company or its activities that may have an impact on the value of the Company’s business. To enforce this policy, the Company has adopted the procedures for securities trading outlined in the Insider Trading FAQ document.

      In addition, the following transactions are PROHIBITED for directors, officers and employees of the Company (even if you are not in the possession of material, non-public information):

      • “Short” sales of the Company’s stock (i.e., where a person borrows the Company’s stock, sells it and then buys the Company’s stock at a later date to replace the borrowed shares or where a person already has sufficient shares of the Company’s stock to sell, but does not deliver them until a later date).
      • Buying or selling puts or calls on the Company’s shares. A put is an option or right to sell a specific stock at a specific price prior to a set date, and a call is an option or right to buy a specific stock at a specific price prior to a set date. Call options are purchased when a person believes that the price of a stock will rise, whereas put options are purchased when a person believes that the price of a stock will fall.
      • Participating in hedging transactions involving Company stock. These transactions involve negotiated contracts generally designed to transfer the risk of ownership of Company shares to third parties, although not constituting a “sale” in the conventional sense. For example, one form of hedging transaction is an equity swap that involves a contract under which a holder of Company stock agrees to exchange, or “swap,” the return on the Company stock for the return on an equity index, basket of equities or an interest rate-based cash flow.

      In addition, the Company may, from time to time, issue instructions advising some or all directors, officers and other employees for designated periods that they may not buy or sell securities of the Company, or that no such securities may be traded without the prior approval of the officer or officers designated in such instructions.

      Transactions that may be necessary for independent reasons (such as the need to raise money for an emergency) are no exception. Even the appearance of an improper transaction must be avoided. Directors, officers, and other employees are responsible for ensuring that members of their households and their immediate families comply with this policy.

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