EX-10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS

BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS

PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE

OMISSIONS HAVE BEEN MADE.

Exhibit 10.1

ExecutionVersion

THIRDAMENDMENTTO

CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of

the 27th day of July, 2026.

BETWEEN:

BANKOFMONTREAL,asAdministrativeAgentandSole

Bookrunner

(hereincalledthe“Agent”)

-and-

THELENDERSFROMTIMETOTIMEPARTYHERETO,as

Lenders

(hereincalledthe“Lenders”)

-and-

TUCOWS.COMCO.,asCanadianBorrower

and

TUCOWS(DELAWARE)INC.,TINGINC.,TUCOWS

(EMERALD),LLC,WAVELO,INC.andTUCOWSInc.,asU.S.

Borrowers

(hereincalledthe“Borrowers”)

-and–

THEGUARANTORSFROMTIMETOTIMEIDENTIFIED

HEREIN,asGuarantors

(hereincalledthe“Guarantors”)

WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into a

credit agreement made as of September 22, 2023, as amended by a first amendment to credit

agreement dated May 3, 2024 and a second amendment to credit agreement dated September

8, 2025 (as further amended, restated, renewed, extended, supplemented, replaced or

otherwise modified to the date hereof, the “Credit Agreement”);

AND WHEREAS the Borrowers have advised the Agent that Ting Inc. intends to resolve

or culminate its business under the Verizon Agreement via renegotiation, transfer or termination

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS

BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS

PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE

OMISSIONS HAVE BEEN MADE.

of the Verizon Agreement, which is a Material Contract under the Credit Agreement (the

“Verizon Agreement Resolution”);

-2-

AND WHEREAS pursuant to Section 18.01(1) of the Credit Agreement, the Majority

Lenders may waive the application of Section 9.01(12) of the Credit Agreement to the Verizon

Agreement Resolution to the extent such application arises;

AND WHEREAS the Agent has become aware that Tucows, Inc. delivered an

unsecured corporate guarantee of Ting Fiber, LLC’s obligations to Colorado Springs Utilities

under the dark fiber network lease agreement dated December 17, 2021 pursuant to a parent

guaranty dated December 17, 2021 (the “CSU Guarantee”);

AND WHEREAS the CSU Guarantee was entered into prior to the execution of the

CreditAgreementintheordinarycourseofbusinesspursuanttoSection8.02(5)(iii)oftheCredit

AgreementandwaspubliclydisclosedpriortotheexecutionoftheCreditAgreementviavarious

press releases and SEC filings;

AND WHEREAS the Majority Lenders contend that CSU Guarantee may not have been

properly disclosed to the Agent in connection with the Credit Agreement and potentially

constitutes a breach of Section 8.02(5) of the Credit Agreement (the “CSU Guarantee

Disclosure”);

AND WHEREAS notwithstanding the public disclosure of the CSU Guarantee prior to

theexecutionoftheCreditAgreement,theMajorityLendersagreetowaiveanypotentialbreach

of Section 8.02(5) solely as it relates to the CSU Guarantee to the extent such a breach exists;

AND WHEREAS the Majority Lenders have agreed to waive the potential breach of

Section 8.02(5) solely as it relates to the CSU Guarantee to the extent such a breach exists;

AND WHEREAS the Borrowers have advised the Agent that the Parent has

incorporated a new Subsidiary being Tucows (Canada) Co. (the “New Guarantor”);

AND WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors have

agreed to amend the Credit Agreement, as more particularly set forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the

mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1

DEFINEDTERMS

1.01CapitalizedTerms.Allcapitalizedtermswhichareusedhereinwithoutbeing

specifically defined herein shall have the meaning ascribed thereto in the Credit Agreement.

ARTICLE2

CONSENT

Consent. Subject to the terms of this Agreement, to the extent such consent becomes necessary pursuant to

the terms of the Credit Agreement, the Lenders hereby consent to permit the Verizon Agreement Resolution,

which consent shall be effective as of the Third Amendment Effective Date. The undersigned hereby

acknowledge that the foregoing consent applies only to the Verizon Agreement Resolution and does not

establish a course of dealing upon which the BorrowersoranyotherLoanPartymayrelyoninthefuturenor

shallitbedeemedtoprejudice

-3-

any right or remedy that the Agent or the Lenders may now have or may have in the future

under or in connection with any Loan Document or any other instrument or agreement referred

to therein.

ARTICLE3

WAIVER

1.01Waiver.

(a)Subject to the terms of this Agreement and in accordance with Section 18.01 of

the Credit Agreement, the Agent and the Majority Lenders hereby waive any

Default or Event of Default resulting from the CSU Guarantee Disclosure to the

extent any such Default or Event of Default exists, and agree to refrain from filing

any legal action or instituting or enforcing any rights and remedies that the Agent

or the Lenders may have against the Borrowers or any of the other Loan Parties

with respect to any Default or Eventof Default resulting from the CSU Guarantee

Disclosure (collectively, the “Waiver”). The Waiver shall apply only with respect

to Section 8.02(5) in connection with the CSU Guarantee Disclosure. The Loan

Parties shall be in complete compliance with the Section 8.02(5) at all times in all

other respects. The Waiver shall (a) in no way be deemed an agreement by the

Agent or the Lenders to waive non-compliance with Section 8.02(5) as of all

other dates, and (b) not limit or impair the Agent’s right to demand strict

performance of Section 8.02(5) in all other circumstances and as of all other

dates.

(b)This Agreement and the Waiver provided herein relates only to the CSU

Guarantee Disclosure and any Default or Event of Default resulting therefrom to

the extent any such Default or Event of Default exists, and shall be limited

precisely as written and shall not be deemed to be a waiver of compliance in the

future or a waiver of any preceding or succeeding breaches of the same or any

other covenants or provisions of any Loan Document. This Agreement shall not

otherwiseprejudiceanyrightorremedywhichtheAgentortheLendersmaynow

have or may have in the future under or in connection with any Loan Document.

(c)This Agreement shall be construed in connection with and as part of the Loan

Documents, and all terms, conditions, representations, warranties, covenants

and agreements set forth in the Loan Documents are hereby ratified and

confirmed and shall remain in full force and effect.

ARTICLE 4

AMENDMENTSTOCREDITAGREEMENT

1.01General Rule.Subject to the terms and conditions herein contained, effective as of the

Third Amendment Effective Date, the Credit Agreement is hereby amended to the extent

necessary to give effect to the provisions of this agreement and to incorporate the provisions of

this agreement into the Credit Agreement.

1.02AmendmentstoCreditAgreement.

Effective as of the Third Amendment Effective Date, the Credit Agreement is hereby amended by deleting the

stricken text (indicated textually in the same mannerasthefollowingexample:strickentext)andadding

thedouble-

-4-

underlined text (indicated textually in the same manner as the following example:

double-underlined text) as set forth in the pages of the Credit Agreement

attached to this Amendment as Exhibit A.

(a)Notwithstandinganythingtothecontraryherein,includinginthisAmendmentand

in the pages of the Credit Agreement attached to this Amendment as Exhibit A,

the Agent, the Lenders and the Borrowers acknowledge and agree as follows:

(i)For the purposes of this Amendment, “CIBC Commitment” shall mean

the relevant amount designated as the Canadian Imperial Bank of

Commerce credit facility commitment set forth under Canadian Imperial

Bank of Commerce’s name on Schedule 8.

(ii)The definition of “Maturity Date” solely with respect to the CIBC

Commitment shall mean September 22, 2027 (the “Original Maturity

Date”) and the extension of the Maturity Date pursuant to this

Amendment shall not apply to the CIBC Commitment. For greater

certainty, any amendment or extension of the Original Maturity Date as it

relates to the CIBC Commitment shall not be permitted or agreed to by

the Agent, or any Lender, without the prior written consent of Canadian

Imperial Bank of Commerce.

(iii)On or prior to the Original Maturity Date, the Agent and the Borrowers

shallworkcooperativelytoassigntheCIBCCommitment,infullorinpart,

to one or more Replacement Lenders. On the date of such assignment:

(A)the Replacement Lender(s) shall pay to Canadian Imperial Bank

of Commerce, an amount equal tothe sum of (a)an amount equal

to the principal of, and all accrued interest on, all outstanding

Advances of Canadian Imperial Bank of Commerce, (b)an

amountequaltoallunreimburseddrawingsthathavebeenfunded

by Canadian Imperial Bank of Commerce, together with all then

unpaid interest with respect thereto at such time, and (c)an

amount equal to all accrued, but theretofore unpaid fees owing to

Canadian Imperial Bank of Commerce pursuant to the Credit

Agreement; and

(B)the Borrowers shall pay any amounts payable to Canadian

Imperial Bank of Commerce in respect to any breakage costs or

otherwise owed as a consequence of such repayment or

otherwise as if it were a prepayment.

If the CIBC Commitment has not been assigned to a Replacement Lender(s) by the Original Maturity Date,

the Commitment shall automatically be reduced by the amount of the CIBC Commitment to U.S.$

212,500,000 and the Borrowers shall repay the Accommodations Outstanding made by Canadian Imperial

Bank of Commerce to the Borrowers in connection with the CIBC Commitment, together with all accrued

interest and Fees and other amount payable to Canadian Imperial Bank of Commerce in connection with the

Credit Facility, on the OriginalMaturityDate.Forgreatercertainty,failurebytheBorrowersto

repay the Accommodations Outstanding made by Canadian Imperial

Bank of Commerce to the Borrowers in connection with the CIBC

Commitment, together with all accrued interest and Fees and other

amount payable to Canadian Imperial Bank of Commerce in connection

-5-

with the Credit Facility (the “CIBC Repayment Amount”) in accordance

with the foregoing shall be an immediate Event of Default under the

Credit Agreement, which shall not be permitted to be waived by the

Agent, or any Lender without the prior written consent of Canadian

Imperial Bank of Commerce, and until full repayment of the CIBC

Repayment Amount no further Advances under the Credit Agreement

shall be made by any Lender without the prior written consent of

Canadian Imperial Bank of Commerce.

ARTICLE 5

CONDITIONSPRECEDENT

1.01ThisAmendmentshallbeeffectiveonthedateuponwhichtheAgenthasreceived(such

date being the “Third Amendment Effective Date”):

(a)afullyexecutedcopyofthisAmendment;

(b)payment, on behalf of the Lenders, of an amendment fee in the amount of

USD$100,000, which fee shall be paid by the Agent to each Lender in accordance with such

Lender’s pro rata share of the Credit Facility;

(c)a Compliance Certificate (in the form amended hereby and attached hereto at

Exhibit A);

(d)a legal opinion from counsel to the Loan Parties as to such matters customary in a

transaction of this nature and in form and substance reasonably satisfactory to the Agent and its

counsel;

(e)a copy (certified by an authorized officer of the applicable Loan Party) of (i) the

charter documents and by-laws (or equivalent) of each Loan Party (ii) the resolutions of the

board of directors (or equivalent governing body) of each Loan Party approving the borrowing

and other matters contemplated by this Agreement; and (iii) all other instruments evidencing

necessary corporate or other action of each Loan Party with respect to such matters;

(f)a certificate of a senior officer of each Loan Party certifying the names and true

signatures of its officers authorized to sign this Agreement and the Loan Documents to which it

is a party; and

(g)a certificate of status, compliance, good standing or like certificate, if applicable,

with respect to each Loan Party issued by the appropriate Governmental Entity in the

jurisdiction of its incorporation or formation.

ARTICLE 6

CONDITIONSSUBSEQUENT

Joinder of New Guarantor. Within thirty (30) days of the date hereof, the Loan Parties shall deliver, or cause

to be delivered, the following documents related to the New Guarantor:

(a)a general security agreement executed by the New Guarantor in favour of the

Agent;

(b)aguaranteeexecutedbytheNewGuarantorinfavouroftheAgent;

-6-

(c)an assignment of insurance executed by the New Guarantor in favour of the

Agent;

(d)updated schedules to the Credit Agreement incorporating the appropriate

disclosure of the New Guarantor;

(e)a legal opinion from counsel to the New Guarantor as to such matters customary

in a transaction of this nature and in form and substance reasonably satisfactory

to the Agent and its counsel;

(f)a copy (certified by an authorized officer of the New Guarantor) of (i) the charter

documents and by-laws (or equivalent) of the New Guarantor; (ii) the resolutions

of the board of directors (or equivalent governing body) of the New Guarantor

approving the guarantee and other matters contemplated by this Agreement and

the Credit Agreement; and (iii) all other instruments evidencing necessary

corporate or other action of the New Guarantor with respect to such matters;

(g)a certificate of a senior officer of the New Guarantor certifying the names and

true signatures of its officers authorized to sign this Agreement and the Loan

Documents to which it is a party;

(h)a certificate of status with respect to the New Guarantor issued by the

appropriate Governmental Entity in the jurisdiction of its incorporation or

formation; and

(i)a certificate of insurance of the New Guarantor, in form and substance

satisfactory to the Agent.

ARTICLE7

REPRESENTATIONS,WARRANTIESANDCOVENANTS

1.01Representations and Warranties.Each of the Loan Parties hereby represents and

warrants to the Lenders that the representations and warranties which are contained in Section

6 of the Credit Agreement, as amended herein, are true and correct on the date hereof as if

made on the date hereof, except in each case to the extent that such representations and

warrantiesspecificallyrefertoanearlierdate,inwhichcasetheyaretrueandcorrectasofsuch

earlier date.

ARTICLE 8

MISCELLANEOUS

Future References to the Credit Agreement.On and after the date of this Agreement and/or the effective

dates referenced herein, each reference in the Credit Agreement to “this agreement”,“hereunder”,“hereof”,

orwordsoflikeimportreferringtotheCreditAgreement,and

each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or

words of like import referring to the Credit Agreement, shall mean and be a reference to the

Credit Agreement as amended hereby.The Credit Agreement, as amended hereby, is andshall

continue to be in full force and effect and is hereby in all respects ratified and confirmed.

-7-

1.02Ratification and Confirmation of Loan Documents.Except as specifically amended by

this Agreement, the Loan Documents shall remain in full force and effect and are hereby ratified

and confirmed.

1.03Governing Law.This Agreement shall be governed by and construed in accordance with

the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.04Successors and Assigns.This Agreement shall enure to the benefit of and shall be

binding upon the parties hereto and their respective successors and permitted assigns.

1.05Conflict.IfanyprovisionofthisAgreementisinconsistentorconflictswithanyprovision

of the Credit Agreement, the relevant provision of this Agreement shall prevail and be

paramount.

1.06Further Assurances.Each of the Loan Parties shall do, execute and deliver or shall

cause to be done, executed and delivered all such further acts, documents and things as the

Lenders may reasonably request for the purpose of giving effect to this Agreement and to each

and every provision hereof.

1.07Counterparts.This Agreement may be executed in one or more counterparts, andmay

be delivered by facsimile or electronic transmission, each of which shall be deemed to be an

original and all of which taken together shall be deemed to constitute one and the same

instrument.

(Theremainderofthispagehasbeenintentionallyleftblank.)

INWITNESSWHEREOF,thepartiesheretohaveexecutedanddeliveredthis

Agreement as of the date first written above.

Agent:BANKOFMONTREAL,asAdministrative

Agent and Sole Bookrunner

By: /s/ Daniel Pichini

Name: Daniel Pichini

Title:SeniorDirector

By: /s/ Josip Gojmerac

Name: Josip Gojmerac

Title:ManagingDirector

Lenders:BANKOFMONTREAL,asLender

By: /s/ Josip Gojmerac

Name: Josip Gojmerac

Title:ManagingDirector

By: /s/ Emma Gul

Name:Emma Gul

Title:Director

-8-

BMOBANK,N.A.,asLender

By:

Name:

Title:

By:

Name:

Title:

Third Amendment to Credit Agreement

INWITNESSWHEREOF,thepartiesheretohaveexecutedanddeliveredthis

Agreement as of the date first written above.

Agent:BANKOFMONTREAL,asAdministrative

Agent and Sole Bookrunner

By:

Name: Daniel Pichini

Title:SeniorDirector

By:

Name: Josip Gojmerac

Title:ManagingDirector

Lenders:BANKOFMONTREAL,asLender

By:

Name: Josip Gojmerac

Title:ManagingDirector

By:

Name:Emma Gul

Title:Director

BMOBANK,N.A.,asLender

By: /s/ Charles Reggie Rice

Name:

Title:

CharlesReggieRice

Vice President

By:

Name:

Title:

ThirdAmendmenttoCreditAgreement

THE TORONTO-DOMINION BANK, as Lender

and Co-Syndication Agent

By: /s/ Justin Whiteside___________________

Name: Justin Whiteside

Title: Managing Director, TD Innovation Partners

By: /s/ Mark Kiyonaga________________________

Name: Mark Kiyonaga

Title: Managing Director, Capital Solutions

ThirdAmendmenttoCreditAgreement

BANK OF NOVA SCOTIA, as Lender and Co-

Syndication Agent

By: /s/ Beatriz Martinez_______________

Name: Beatriz Martinez

Title: Director National Accounts

By: /s/ Leon Arendtsz________________

Name: Leon Arendtsz

Title: Director National Accounts

ThirdAmendmenttoCreditAgreement

CANADIAN IMPERIAL BANK OF

COMMERCE, as Lender

By: /s/ Adam Weiers

________________________________

Name: Adam Weiers

Title: Authorized Signatory

By: /s/ Oleg Dudchenko

________________________________

Name: Oleg Dudchenko

Title: Authorized Signatory

ThirdAmendmenttoCreditAgreement

NATIONAL BANK OF CANADA, as Lender

By: ___/s/ David Bernstein________

Name: David Bernstein

Title: Director

By: ___/s/ Scott Morrison_________

Name: Scott Morrison

Title: Director

ThirdAmendmenttoCreditAgreement

BUSINESS DEVELOPMENT BANK OF

CANADA, as Lender

By: ___/s/ David Wearing__________

Name: David Wearing

Title: Director, Syndicated Financing

By: ___/s/ Conor Jefferies________

Name: Conor Jefferies

Title: Associate Director, Syndicated Financing

ThirdAmendmenttoCreditAgreement

ROYAL BANK OF CANADA (formerly, HSBC

BANK CANADA), as Lender

By: ___/s/ Seema Pasha____________

Name: Seema Pasha

Title: Director

By: ______________________________

Name:

Title:

ThirdAmendmenttoCreditAgreement

DocusignEnvelopeID:04334863-6195-841B-83AA-607B27335B8F



Borrowers:
TUCOWSINC.,as ParentandU.S. Borrower
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:SecretaryandChiefFinancialOfficer



TUCOWS.COMCO.,asCanadianBorrower
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:Treasurer,SecretaryandChiefFinancial Officer



TINGINC.,asU.S.Borrower
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:ChiefExecutiveOfficerandChiefFinancialOfficer



TUCOWS(DELAWARE)INC.asU.S.Borrower
By: _/s/ Ivan Ivanov_____________________
Name:IvanIvanov
Title:TreasurerandChiefFinancialOfficer



TUCOWS(EMERALD),LLC,asU.S.Borrower
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:ChiefFinancialOfficer

[SignaturePagetoThirdAmendmenttoCreditAgreement]



WAVELO,INC.,asU.S.Borrower
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:TreasurerandChiefFinancialOfficer

DocusignEnvelopeID:04334863-6195-841B-83AA-607B27335B8F

AcknowledgedandAgreedtobytheGuarantorsasofthedatefirstwrittenabove.



TUCOWSDOMAINSSERVICES,INC.,asGuarantor
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:Treasurer,Secretary,andChiefFinancial Officer



eNOM,LLC,asGuarantor
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:Treasurer,SecretaryandChiefFinancial Officer



ASCIOTECHNOLOGIES,CORP.,asGuarantor
By: /s/ Ivan Ivanov
Name:IvanIvanov
Title:Treasurer,Secretary,andChiefFinancial Officer

[SignaturePagetoThirdAmendmenttoCreditAgreement]

Exhibit A

AmendmentstoCreditAgreement

68621058.15

Seeattached

ExhibitAtoSecondThirdAmendmenttoCreditAgreementdatedAugust<*>July27,20252026

TUCOWS.COMCO.

asCanadianBorrower

-and -

TUCOWS(DELAWARE)INC.,TINGINC.,TUCOWS(EMERALD),LLC,WAVELO,INC.and

TUCOWS Inc.

asU.S.Borrowers

-and -

BANKOFMONTREAL

asAgent,LeadSwapArrangerandSoleBookrunner

-and -

TheToronto-DominionBankandBankofNovaScotia

as Co-Syndication Agent

-and -

THEFINANCIALINSTITUTIONSIDENTIFIED

ON THE SIGNATURE PAGES HERETO

as Lenders

CREDITAGREEMENT

DatedasofSeptember22,2023

TABLEOFCONTENTS

Page

Article 1 INTERPRETATION 1

Section 1.01 Defined Terms 1

Section1.02 GenderandNumber. 4142Section

1.03 InterpretationnotAffectedbyHeadings,etc. 4142Section1.04

Currency. 4142Section1.05 Certain

Phrases,etc. 4142Section1.06 Timeofthe

Essence. 4142Section1.07 AccountingTerms.

4142Section1.08 Non-BusinessDays. 4243

Section1.09 IncorporationofSchedules. 4243Section

1.10 ReferencetoAgentorLenders. 4243Section 1.11

Referencesto Time of Day43

Section 1.12 References to Applicable Laws 43

Section 1.13References to Agreements.4344

Section 1.14Rateable Portion of Accommodations.4344

Section 1.15Quebec Matters.4344

Section 1.16Permitted Liens.4445

Section 1.17Interest Rates4445

Section 1.18Joint and Several Obligations.4546

Article2CREDITFACILITY4546

Section2.01 Availability. 4546Section2.02

CommitmentsandFacilityLimits. 4647Section2.03 Credit

FacilityAccordion 4647Section2.04 UseofProceeds.

4748Section2.05 MandatoryRepayments. 4748

Section 2.06 MandatoryPrepayments48

Section2.07 RepaymentsofCreditExcess. 4849Section

2.08 VoluntaryPrepayments49

Section 2.09 Payments under this Agreement.49 50

Section2.10 ApplicationofPaymentsandPrepayments. 4950

Section2.11 ComputationsofInterestandFees. 5051Section

2.12 AdjustmentforCurrencyFluctuations. 5051Section 2.13

StandbyFee51

Section 2.14Upfront Fee5152

Section 2.15Defaulting Lender Adjustments.5152

Section 2.16Replacement Lenders.5455

Article 3 ADVANCES5455

Section 3.01The Advances.5455

Section 3.02Procedure for Borrowing.5556

Section 3.03Conversions and Rollovers Regarding Advances.5657

Section3.04 CircumstancesAffectingSOFRLoans andCORRA

Loans5657

Section 3.05Interest on Advances.5859

Section 3.06Benchmark Replacement Setting – SOFR6061

Section 3.07Canadian Benchmark Replacement Setting6263

Section 3.08Inability to Determine Rates – CORRA.6465

Article4LETTERSOFCREDIT6566

Section4.01 LettersofCredit. 6566Section4.02

IssueNotice. 6566Section 4.03 Formof

Letters of Credit66

Section 4.04 Procedure for Issuance of Letters of Credit.6667

Section4.05PaymentofAmountsDrawnUnderLettersofCredit.6667

Section 4.06Fees.6768

Section 4.07 ObligationsAbsolute.6869

Section 4.08 Indemnification; Nature of Fronting

Letter of Credit Lender’s Duties.68 69

Section 4.09Repayments.6970

Section 4.10Cash Collateral.7071

Article5SECURITY/GUARANTEES7172

Section5.01 Security. 7172Section5.02

Additional Guarantors72

Section 5.03 Mortgaged Property.72 73

Section 5.04ObligationsSecuredbytheSecurity. 7273

Section 5.05Further Assurances. 7374Section 5.06

SecurityPrinciples 7374Article6CONDITIONSOF

LENDING75

Section 6.01 Conditions Precedent to Effectiveness 75

Section 6.02 Conditions Precedent to All Accommodations and

Conversions.76 77

Section 6.03No Waiver.7778

Article7REPRESENTATIONSANDWARRANTIES7778

Section 7.01RepresentationsandWarranties. 7778

Section 7.02Survival of Representations and Warranties. 8485Article

8COVENANTSOFTHEBORROWER85

Section 8.01 Affirmative Covenants 85

Section 8.02Negative Covenants.9293

Section 8.03Financial Covenants.9698

Article9EVENTSOFDEFAULT9798

Section 9.01Events of Default.9798

Section 9.02Remedies Upon Demand and Default.100101

Section 9.03Application of Funds.100101

Article10YIELDPROTECTION101102

Section 10.01Increased Costs.101102

Section 10.02Taxes.103104

Section 10.03Mitigation Obligations: Replacement of Lenders.105106

Section 10.04Illegality.106107

Article11RIGHTOFSETOFF106108

Section 11.01Right of Setoff.106108

Article12SHARINGOFPAYMENTSBYLENDERS107108

Section 12.01Sharing of Payments by Lenders.107108

Article13AGENT’SCLAWBACK108109

Section 13.01Agent’s Clawback.108109

Article 14 AGENCY109110

Section 14.01Appointment and Authority.109110

Section 14.02Rights as a Lender.109110

Section 14.03Exculpatory Provisions.109111

Section 14.04Reliance by Agent.110111

Section 14.05Indemnification of Agent.110112

Section 14.06Delegation of Duties.111112

Section 14.07Replacement of Agent.111112

Section 14.08Non-Reliance on Agent and Other Lenders.111113

Section 14.09Collective Action of the Lenders.112113

Section 14.10Anti-Money Laundering Legislation.112114

Section 14.11No Other Duties, etc.113114

Section 14.12Erroneous Payments By The Agent113115

Section 14.13Receipt of Payments115116

Section 14.14Bank Act Security115117

Section14.15 RemovalofaNon-ConsentingLender117

Article15NOTICES:EFFECTIVENESS;ELECTRONICCOMMUNICATION116118

Section 15.01Notices, etc.116118

Article16EXPENSES;INDEMNITY:DAMAGEWAIVER116119

Section 16.01Expenses; Indemnity: Damage Waiver.116119

Article17SUCCESSORSANDASSIGNS118120

Section 17.01Successors and Assigns.118120

Article18AMENDMENTSANDWAIVERS121124

Section 18.01Amendments and Waivers121124

Section 18.02Judgment Currency.122125

Article19GOVERNINGLAW;JURISDICTION;ETC.123125

Section 19.01Governing Law; Jurisdiction; Etc.123125

Article20WAIVEROFJURYTRIAL124126

Section20.01 Waiver of JuryTrial124126

Article 21 COUNTERPARTS; INTEGRATION; EFFECTIVENESS;

ELECTRONIC EXECUTION124126

Section 21.01Counterparts; Integration; Effectiveness; Electronic

Execution.124126

Article22TREATMENTOFCERTAININFORMATION:CONFIDENTIALITY125127

Section 22.01Treatmentof Certain Information: Confidentiality;

Non-PublicInformation.125127

Article 23 ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA

FINANCIAL INSTITUTIONS126129

Section 23.01Acknowledgementand Consentto BailIn of EEA

Financial Institutions.126129

SCHEDULES

SchedulesRelatingtoAccommodation

SCHEDULE1

SCHEDULE2

SCHEDULE3

SCHEDULE4

SCHEDULE5

-Form of Borrowing Notice

-Form of Interest Rate Election Notice

-Form of Issue Notice

-NoticePeriodsandAmounts

-ApplicableMargins

SchedulesRelatingtotheAdministrationoftheCreditAgreement

SCHEDULE6

SCHEDULE7

SCHEDULE8

SCHEDULE9

-FormofAssignmentandAssumption

Agreement

-Form of Compliance Certificate

-Lender Commitments

-Formof Payment/Reduction Notice

SchedulesRelatingtoRepresentationsandWarranties

Schedule5.03-Mortgaged Property

Schedule7.01(6)-MaterialAuthorizations

Schedule7.01(7)-Litigation and Other Proceedings

Schedule7.01(8)-Ownershipof Assets

Schedule7.01(10)-RealProperty–OwnedandLeased

Schedule7.01(11)-PlaceofBusiness

Schedule7.01(13)-MaterialContracts

Schedule7.01(15)-Taxes

Schedule7.01(18)-PensionPlans

Schedule7.01(23)-Intellectual Property

Schedule7.01(25)-CollectiveAgreements

Schedule8.01(13)-Authorizations,IntellectualProperty

Schedule8.01(17)

Schedule8.01(21)

-MaintenanceofBankAccountsand

Service Accounts

-Post-Closing Undertaking

Schedule8.02(5)-Guarantees

CREDITAGREEMENT

THIS CREDIT AGREEMENT made as of September 22, 2023 among TUCOWS.COM

CO., as Canadian Borrower, TUCOWS (DELAWARE) INC., TING INC., TUCOWS

(EMERALD),LLC,WAVELO,INC.,andTUCOWSINC.asU.S.Borrowers,BANKOF

MONTREAL,asAgent,LeadSwapArrangerandSoleBookrunner,andthefinancialinstitutions

identified on the signature pages hereto, as Lenders.

WHEREAS the Borrowers have requested that the Lenders make certain credit facilities

availabletotheBorrowersandtheLendershaveagreedtoprovidecertaincreditfacilitiestothe

Borrowers on the terms and conditions herein set forth;

AND WHEREAS the Lenders wish the Agent to act on behalf of the Lenders on and

subject to the terms and conditions herein set forth;

NOW THEREFORE for good and valuable consideration the receipt and sufficient of

which is agreed to by each of the parties hereto, the parties hereto acknowledge and agree as

follows:

ARTICLE 1

INTERPRETATION

Section 1.01DefinedTerms.

Asused in this Agreement, the following terms have the following meanings:

“Accommodation” means (i) an Advance made by a Lender on the occasion of any

Borrowing; and (ii) the issue of a Letter of Credit bythe Fronting Letter of Credit Lender on the

occasion of any Issue (each of which is a “Type” of Accommodation).

“AccommodationNotice” means aBorrowing Notice, anInterest RateElectionNotice

or an Issue Notice, as the case may be.

“Accommodations Outstanding” means, at any time in relation to (a) a Borrower and

any Lender, the amount of all Accommodations outstanding thereunder made to such Borrower

bysuchLender;(b)aBorrowerandallLenders,theamountofallAccommodationsoutstanding

thereunder made to such Borrower by the Lenders, (c) the Borrowers and any Lender, the

amount of all Accommodations outstanding thereunder made to the Borrowers by such Lender;

and (d) the Borrowers and all Lenders, the amount of all Accommodations outstanding

thereunder made to the Borrowers by the Lenders. In determining Accommodations

Outstanding, the aggregate amount thereof shall be determined on the basis of the aggregate

principal amount of all outstanding Advances and the aggregate principal amount of all

outstanding Swingline Advances for which the Lenders are contingently liable pursuant to

Article 3 and the aggregate Face Amount of all outstanding Letters of Credit for which the

Lenders are contingently liable pursuant to Article 4. In determining Accommodations

Outstanding, the foregoing amounts shall be expressed in U.S. Dollars and each relevant

amount denominated in Canadian Dollars shall be converted (for purposes of such

determination only) into its Equivalent Amount in U.S. Dollars as of the date of determination.

“Accordion Effective Date” means the date the Agent notifies the Borrowers and the

Lendersthat anincrease inthe Commitments hastaken effectin accordancewithSection 2.03.

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“AccordionNotice”hasthemeaningascribedtheretoinSection2.03(1).

“Acquisition” means any transaction or series of related transactions for the purpose

of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the Assets of

a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty

percent (50%) of the Equity Interests of any Person or otherwise causing any Person to

become a Subsidiary of the Parent, or (c) an amalgamation, plan of arrangement, merger or

consolidation or any other combination with another Person, except any such merger or

consolidation involving such Person or a subsidiary in which theshares of capitalstock of such

Person outstanding immediately prior to such merger or consolidation continue to represent, or

are converted into or exchanged for shares of capital stock that represent, immediately

following such merger or consolidation, at least a majority, by voting power, of the capital stock

of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a

wholly owned subsidiary of another corporation immediately following such merger or

consolidation, the parent corporation of such surviving or resulting corporation, and “Acquire”

and “Acquired” have meanings correlative thereto.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (i) the Daily

Simple SOFR, plus (ii) 0.10% (10 basis points).

“Adjusted EBITDA” means, in respect of any fiscal perioduntil January 31, 2026,

EBITDA for such fiscal period, plus the actual amount expensed in connection withfollowing

amounts (to the extent such amounts were deducted in determining consolidated net income):

non-recurring cash items related to transaction-related and transitional expenses including

severance, restructuring and advisory fees, andthe portion (if any) of the Verizon Liability or

other similar liability to other carriers which was deducted in the determination of EBITDA for

such fiscal period.costs related to cancellation of the Verizon Agreement in an aggregate

amount not to exceed twenty percent (20%) of Adjusted EBITDA in any trailing twelve month

period (calculated prior to giving effect to such exclusion) as approved by the Agent.

“Adjusted Daily Compounded CORRA” means for purposes of any calculation, the

rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) (i)

0.29547% per annum for an Interest Period of (1) month and (ii) 0.32138% per annum for an

Interest Period of three (3) months, provided that if Adjusted DailyCompounded CORRA as so

determined shall ever be less than the Floor, then Adjusted Daily Compounded CORRA shall

be deemed to be the Floor.

“Adjusted Term CORRA” means for purposes of any calculation, the rate per annum

equal to (a) Term CORRA for such calculation plus (b) (i) 0.29547% per annum for an Interest

Period of (1) month and (ii) 0.32138% per annum for an Interest Period of three (3) months,

provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then

Adjusted Term CORRA shall be deemed to be the Floor.

“Adjusted Term SOFR” means with respect to any tenor, the per annum rate equal to

the sum of (i) Term SOFR as determined by the Agent plus (ii) 0.10% (10 basis points).

“Advances” means advances of funds made by a Lender under Article 3 and “Advance” means any one of

such advances. Advances may be denominated in Canadian Dollars (a “CanadianDollar Advance”) orU.S.

Dollars(a“U.S.DollarAdvance”). ACanadian Dollar Advance is designated as a “Canadian Prime Rate

Advance”, a “Term CORRA Loan” or a “Daily Compounded CORRA Loan” and a U.S. Dollar Advance

may (in accordance with

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Article 2 and Article 3) be designated as a “SOFR Loan”, a “Base Rate (Canada) Advance”

or “Base Rate (United States) Advance”. Each of a Canadian Prime Rate Advance, a Term

CORRA Loan, a Daily Compounded CORRA Loan, a SOFR Loan, a Base Rate (Canada)

Advance and a Base Rate (United States) Advance is a “Type” of Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK

Financial Institution.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly

Controlling, Controlled by, or under common Control with, that Person.

“Agent” means Bank of Montreal, its successors and permitted assigns in its capacity

as an administration agent hereunder.

“Agreement” means this credit agreement and all schedules thereto, as amended,

supplemented or restated from time to time; and the expressions “Article” and “Section”

followed by a number mean and refer to the specified Article or Section of this Agreement.

“AMLLegislation”hasthemeaningsetoutinSection14.10.

“Annual Business Plan” means abusiness plan in respect of theTucows Group, for a

FinancialYear, approved bythe board of directors of the Parent anddisclosing allassumptions

made in the formulation thereof, which shall include a detailed Capital Expenditure budget and

projections on a quarterly basis, income statement, balance sheet and cashflow statement, and

compliance with all financial covenants in Section 8.03 herein.

“Anti-Corruption Laws” means the FCPA and any law, rule or regulation of any

jurisdiction concerning or relating to bribery or corruption that are applicable to any Loan Party

or any Subsidiary or Affiliate thereof.

“Anti-Terrorism Laws” means any federal, state or local laws relating to terrorism or

money laundering, including, without limiting the generality of the foregoing, the Executive

Order, the Canadian Sanctions Laws, the USA PATRIOT Act, the laws comprising or

implementing The Currency and Foreign Transactions Reporting Act, 31 U.S.C. §§5311-5330

and 12 U.S.C. §§1818(s) and 1820(b) (also known as the “Bank Secrecy Act”), the International

Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act,

50 U.S.C. App. 1, et. seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339B, the laws administered

by the United States Treasury Department’s Office of Foreign Asset Control, and any sanctions

administered or enforced by the U.S. Department of State, Public Safety Canada, the United

Nations Security Council, the European Union, or His Majesty’s Treasury (as any of the

foregoing laws may from time to time be amended, renewed, extended, or replaced), in each

case to the extent that such laws relate to terrorism or money laundering and any other

applicable AML Legislation, all as amended, supplemented or replaced from time to time.

“Applicable Margin” means, at any time, the applicable margin, expressed in basis points per annum which

is in effect at such time based upon the Total Funded Debt to Adjusted EBITDA Ratio at such time as set forth

in the table in SCHEDULE 5. If applicable, each ApplicableMarginshallbeadjustedinthemannerprescribed

in SCHEDULE5five(5)Business Days after the date the Agent receives a Compliance Certificate pursuant

to Section 8.01(2)(ii) calculating the Total Funded Debt to Adjusted EBITDA Ratio. Such adjusted Applicable

Margin shallapplyinrespectof(a)Advances,fromandaftersuchdate,and(b)LettersofCredit,to

Letters of Credit fees calculated from and after such date. In the event that the Parent has not

delivered a Compliance Certificate in respect of any Financial Quarter as required pursuant to

Section 8.01(2)(iii)(B), the Applicable Margin shall be the highest rate provided for in any

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column of SCHEDULE 5 until such time as such Compliance Certificate has been delivered

(and thereafter shall correspond to the Applicable Margin calculated pursuant to the preceding

sentences hereof). At any time an Event of Default has occurred and is continuing the

Applicable Margins in SCHEDULE 5 shall in each case be increased by 200 bps.

“Applicable Percentage” means, with respect to any Lender, the percentage of the

total Commitments represented by such Lender’s Commitment. If the Commitments have

terminated or expired, the Applicable Percentages shall be the percentage of the total

Accommodations Outstanding represented by such Lender’s Accommodations Outstanding.

“Approved Fund” means, with respect to any Lender that is an investment fund that

invests in bank loans, any other investment fund that invests in bank loans and is managed by

the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Arm’sLength”hasthemeaninginterpretedforthepurposesoftheIncomeTaxAct

(Canada),asineffectasofthedatehereof.

“Asset Sales” means, in respect of the Tucows Group, a sale, lease or sublease (as

lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition

to, or any exchange of property with, any other Person, in one transaction or a series of

transactions, of all or any part of any Tucows Groups Entity’s businesses, assets or properties

of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now

owned or hereafter acquired, including the Equity Interests of any Subsidiary of the Parent

(including by issuance of such Equity Interests). For greater certainty, for purposes of Section

2.06(1),anAssetSaleshallnotincludeDispositionsofAssetsbetweenanyLoanPartyandany

other Loan Party.

“Assets” means, with respect to any Person, any property, assets and undertakings of

such Person of every kind and wheresoever situate, whether now owned or hereafter acquired

(and, for greater certainty, includes any equity or like interest of such Person in any other

Person).

“Assignment and Assumption” means an assignment and assumption agreement

substantially in the form of SCHEDULE 6.

“Authorization” means, with respect to any Person, any authorization, order, permit,

approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ,

injunction, award, determination, direction, decree, by-law, rule or regulation of any

Governmental Entity.

“Available Tenor” means, as ofany date ofdetermination and with respect to the then-current Benchmark,

as applicable, (i) if such Benchmark is a term rate, anytenor for such Benchmark (or component thereof) that

is or may be used for determining the length of an interest period pursuant to this Agreement or (ii) otherwise,

any payment period for interest calculated with reference to such Benchmark (or component thereof) that is

or may be used for determining any frequency of making payments of interest calculated with reference to

such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the

avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of

“Interest Period” pursuant to Section 3.06.

“Bail-In Action” means theexercise of any Write-DownandConversionPowersbythe

applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

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“Bail-In Legislation” means (a) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EUof theEuropeanParliament and of theCouncil

of the European Union, the implementing law, regulation, rule or requirement for such EEA

Member Country from time to time that is described in the EU Bail-In Legislation Schedule and

(b)with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other

financial institutions or their affiliates (other than through liquidation, administration or other

insolvency proceedings).

“BankActSecurity”hasthemeaningascribedtheretoinSection14.13

“BankActSecurityLender”hasthemeaningascribedtheretoinSection14.14.

“Base Rate(Canada)” means, for any day, a rate per annum equal to the greatest of (i)

the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day

plus 1/2 of 1.00% and (iii) Adjusted Daily Simple SOFR in effect for such day plus 1.00%;

provided that to the extent such highest rate as calculated above shall, at any time, be less than

the Floor, such rate shall be deemed to be Floor for all purposes herein. Any change in the

Base Rate (Canada) due to a change in the Prime Rate, the Federal Funds Effective Rate or

Adjusted Daily Simple SOFR shall be effective on the opening of business on the day specified

in the public announcement of such change in the Prime Rate, the Federal Funds Effective

Rate or Adjusted Daily Simple SOFR, respectively. If the Base Rate (Canada) is being used as

an alternative rate of interest pursuant to Section 3.05 or Section 3.06, then the Base Rate

(Canada) shall be the greater of clauses (i) and (ii) above and shall be determined without

reference to clause (iii) above.

“Base Rate (United States)” means, for any day, a rate per annum equal to the

greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in

effect on such day plus 1/2 of 1.00% and (iii) Adjusted Daily Simple SOFR in effect for such day

plus 1.00%; provided that to the extent such highest rate as calculated above shall, at any time,

be less than the Floor, such rate shall be deemed to be Floor for all purposes herein. Any

change in the Base Rate (United States) due to a change in the Prime Rate, the Federal Funds

Effective Rate or Adjusted Daily Simple SOFR shall be effective on the opening of business on

the day specified in the public announcement of such change in the Prime Rate, the Federal

Funds Effective Rate or Adjusted Daily Simple SOFR, respectively. If the Base Rate (United

States) is being used as an alternative rate of interest pursuant to Section 3.05 or Section 3.06,

then the Base Rate (United States) shall be the greater of clauses (i) and (ii) above and shall be

determined without reference to clause (iii) above.

“basispoint”or “bps” means1/100th ofone per cent.

“BDC”meansBusinessDevelopmentBankofCanada,togetherwithitssuccessorsand assigns.

“Benchmark” means, at theelection of theBorrowers, DailySimpleSOFRor the Term

SOFR Reference Rate, provided that if a Benchmark Transition Event has occurred with

respect to Daily Simple SOFR or the Term SOFR Reference Rate, or the then-current

Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to

Section 3.06.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate that

has been selected by the Agent and the Borrowers giving due consideration to (i) any selection

or recommendation of a replacement benchmark rate or the mechanism for determining such a

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rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market

convention for determining a benchmark rate as a replacement for the then-current Benchmark

for U.S. dollar-denominated syndicated credit facilities at such time in Canada and the United

States, and (b) the related Benchmark Replacement Adjustment; provided, that if the

Benchmark Replacement as so determined pursuant to the above would be less than the Floor,

the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement

and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of

the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread

adjustment, or method for calculating or determining such spread adjustment, (which maybe a

positive or negative value or zero) that has been selected by the Agent and the Borrowers

giving due consideration to (i) any selection or recommendation of a spread adjustment, or

method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant

Governmental Body and/or (ii) any evolving or then-prevailing market convention for

determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events

with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”

the later of (a) the date of the public statement or publication of information referenced therein

and (b) the date on which the administrator of such Benchmark (or the published component

used in the calculation thereof) permanently or indefinitely ceases to provide all Available

Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the

first date on which such Benchmark (or the published component used in the calculation

thereof) has been determined and announced by the regulatory supervisor for the administrator

of such Benchmark (or such component thereof) to be non-representative; provided that such

non-representativeness will be determined by reference to the most recent statement or

publication referenced in such clause (3) and even if any Available Tenor of such Benchmark

(or such component thereof) continues to be provided on such date.

Fortheavoidanceofdoubt,the“BenchmarkReplacementDate”willbedeemedtohave occurred in the case

of clause (1) or (2) with respect to anyBenchmark upon the occurrence of

the applicable event or events set forth therein with respect to allthen-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the

occurrence of one or more of the following events with respect to such then-current

Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator

of such Benchmark (or the published component used in the calculation thereof) announcing

that such administrator has ceased or will cease to provide all Available Tenors of such

Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time

of such statement or publication, there is no successor administrator that will continue to

provide any Available Tenor of such Benchmark (or such component thereof);

-7-

(2)apublic statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof),

the Federal Reserve Board of the United States, the NYFRB, an insolvency official with

jurisdiction over the administrator for such Benchmark (or such component), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or a

court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), which states that the administrator of such Benchmark (or

such component) has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof) permanently or indefinitely; provided that, at the time of such

statement or publication, there is no successor administrator that will continue to provide any

Available Tenor of such Benchmark (or such component thereof); or

(3)apublic statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or

as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have

occurred with respect to any Benchmark if a public statement or publication of information set

forth above has occurred with respect to each then-current Available Tenor of such Benchmark

(or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition

Event, the earlier of (a) the applicable Benchmark Replacement Date, and (b) if such

Benchmark Transition Event is a public statement or publication of information of a prospective

event, the 90th day prior to the expected date of such event as of such public statement or

publication of information (or if the expected date of such prospective event is fewer than ninety

(90) days after such statement or publication, the date of such statement or publication).

“Benchmark UnavailabilityPeriod” means the period (if any) (a) beginning at the time that a Benchmark

Replacement Date has occurred if, at such time, no BenchmarkReplacement has replaced the then-current

Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.06 and

(b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all

purposes hereunder and under any Loan Document in accordance with Section 3.06.

“Beneficial Ownership Certification” means a certification regarding beneficial

ownership, as required by the Beneficial Ownership Regulation.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“Beneficiary” means, in respect of a Letter of Credit, the beneficiary named in the

Letter of Credit or the Issue Notice with respect thereto.

“BMO” means Bank of Montreal (including, Canadian Equipment Finance division of

the Bank of Montreal) and its Subsidiaries and Affiliates, BMO Bank N.A. (formerly, BMO Harris

Bank N.A.) (including, US Equipment Finance Division) and its Subsidiaries and Affiliates and

each of their respective successors and assigns.

“Bona Fide Debt Fund” means a bona fide debt fund, investment vehicle, regulated

banking entity or non-regulated lending entity that is primarily engaged in making, purchasing,

holding or otherwise investing in loans, commitments and similar extensions of credit in the

ordinary course of business.

“BorrowerMaterials” hasthemeaningspecifiedin Section22.01(4).

-8-

“Borrowers”means,collectively,theCanadianBorrowerandtheU.S.Borrowersand

“Borrower”meansanyoneofthem,asapplicable.

“Borrower’s Account” means, in respect of all of the Borrowers, (i) in respect of

Canadian Dollars, Tucows.com Co’s Canadian Dollar account with BMO, bearing account no.

0002-1547881; (ii) in respect of U.S. Dollars, Tucows Inc.’s U.S. Dollar account with BMO,

bearing account no. 4238721.

“Borrowing” means a borrowing consisting of one or more Advances.

“BorrowingNotice”hasthemeaningspecifiedinSection3.02(1).

“Business” means the provision of network access, domain names and other internet

services.

“Business Day” means any day of the year, other than a Saturday, Sunday or other

dayonwhichbanksarerequiredorauthorizedtocloseinToronto,OntarioorMontréal,Québec

and, where used in the context of (i) a Base Rate (Canada) Advance or Base Rate (United

States) Advance, is also a day on which banks are not required or authorized to close in New

York, New York; and (ii) a SOFR Loan, or any other calculation or determination involving

SOFR, the term “Business Day” means any day that is only a U.S. Government Securities

Business Day.

“CanadianAvailableTenor”means,asofanydateofdeterminationandwithrespectto the then-current

Canadian Benchmark, as applicable, (x) if such Canadian Benchmark is a term rate, any tenor for such

Canadian Benchmark (or component thereof) that is or may be used for determiningthelengthofan interest

period pursuantto this Agreementor (y) otherwise, any paymentperiodforinterestcalculatedwith

referencetosuchCanadianBenchmark(or component thereof) that is or may be used for determining

any frequency of making paymentsof interest calculated with reference to such Canadian Benchmark

pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any

tenor for such

Canadian Benchmark that is then-removed from the definition of “Interest Period” pursuant to

Section 3.07(4).

“Canadian Benchmark” means, initially, the Term CORRA Reference Rate; provided

that if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA

Reference Rate, or the then-current Canadian Benchmark, then “Canadian Benchmark”

means the applicable Canadian Benchmark Replacement to the extent that such Canadian

Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.07.

“Canadian Benchmark Replacement”, means, with respect to any Canadian

Benchmark Transition Event:

(1)where a Canadian Benchmark Transition Event has occurred with respect to Term

CORRA Reference Rate, Daily Compounded CORRA; and;

(2)where a Canadian Benchmark Transition Event has occurred with respect to a

Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the

alternate benchmark rate that has been selected by the Agent and the Borrowers giving due

consideration to (A) any selection or recommendation of a replacement benchmark rate or the

mechanism for determining such a rate by the Canadian Relevant Governmental Body or (B)

any evolving or then-prevailing market convention for determining a benchmark rate as a

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replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated

syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

If the Canadian Benchmark Replacement as determined pursuant to clause (1) or (2)

above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to

be the Floor for the purposes of this Agreement and the other Loan Documents.

“Canadian Benchmark Replacement Adjustment” means, with respect to any

replacement of the then-current Canadian Benchmark with an Unadjusted Canadian

Benchmark Replacement, the spread adjustment, or method for calculating or determining such

spread adjustment, (which may be a positive or negative value or zero) that has been selected

by the Agent and the Borrowers giving due consideration to (a) any selection or

recommendation of a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Canadian Benchmark with the applicable Unadjusted

Canadian Benchmark Replacement by the Canadian Relevant Governmental Body or (b) any

evolving or then-prevailing market convention for determining a spread adjustment, or method

for calculating or determining such spread adjustment, for the replacement of such Canadian

Benchmark with the applicable Unadjusted Canadian Benchmark Replacement for Canadian

Dollar syndicated credit facilities at such time.

“Canadian Benchmark Replacement Conforming Changes” means, with respect to the use or

administration of a Benchmark or the use, administration, adoption orimplementation of any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of

“Prime Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous

definition (or the addition of a concept of“interest period”), timing and frequency of determining rates and

making paymentsof interest, timing of Borrowing Notice or prepayment, conversion or continuation notices,

the applicability and length of lookback periods, the applicability of Section 2.09(3) and other technical,

administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and

implementation of any such rate or to permit the use and administration

thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent

decides that adoption of anyportion of such market practice is not administrativelyfeasibleor if

the Agent determines that no market practice for the administration of any such rate exists, in

such other manner of administration as the Agent decides is reasonably necessary in

connection with the administration of this Agreement and the other Loan Documents).

“Canadian BenchmarkReplacementDate” meanstheearliesttooccurofthefollowing

events with respect to the then-current Canadian Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Canadian Benchmark Transition

Event,” the later of (i) the date of the public statement or publication of information referenced

therein and (ii) the date on which the administrator of such Canadian Benchmark (or the

published component used in the calculation thereof) permanently or indefinitely ceases to

provide all Canadian Available Tenors of such Canadian Benchmark (or such component

thereof); or

(2)in the case of clause (3) of the definition of “Canadian Benchmark Transition

Event,” the first date on which such Canadian Benchmark (or the published component used in

the calculation thereof) has been determined and announced by the regulatory supervisor for

theadministratorofsuchCanadianBenchmark(orsuchcomponentthereof)tobe

non-representative; provided that such non-representativeness will be determined by reference

to the most recent statement or publication referenced in such clause (c) and even if any

CanadianAvailableTenorofsuchCanadianBenchmark(orsuchcomponentthereof)continues

to be provided on such date.

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For the avoidance of doubt, the “Canadian Benchmark Replacement Date” will be

deemed to have occurred in the case of clause (a) or (b) with respect to any Canadian

Benchmark upon the occurrence of the applicable event or events set forth therein with respect

to all then-current Canadian Available Tenors of such Canadian Benchmark (or the published

component used in the calculation thereof).

“Canadian Benchmark TransitionEvent” means the occurrence of one or more of the

following events with respect to any then-current Canadian Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator

ofsuchCanadianBenchmark(orthepublishedcomponentusedinthecalculation thereof)

announcing that such administrator has ceased or will cease to provide all Canadian Available

Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely;

provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or

such component thereof);

a public statement or publication of information by the regulatory supervisor for the administrator of such

Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an

insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component),

a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such

component) or acourt or an entity with similar insolvency or resolution authority over the administrator for

such Canadian Benchmark (or such component), which states that the administrator of such Canadian

Benchmark (or such component) has ceased or will cease to provide all Canadian AvailableTenorsofsuch

CanadianBenchmark(orsuchcomponentthereof)permanentlyor

indefinitely; provided that, at the time of such statement or publication, there is no successor

administrator that will continue to provide any Canadian Available Tenor of such Canadian

Benchmark (or such component thereof); or

(2)a public statement or publication of information by the regulatory supervisor for the

administrator of such Canadian Benchmark (or the published component used in the calculation

thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such

component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be

deemed to have occurred with respect to any Canadian Benchmark if a public statement or

publication of information set forth above has occurred with respect to each then-current

Canadian Available Tenor of such Canadian Benchmark (or the published component used in

the calculation thereof).

“Canadian Benchmark UnavailabilityPeriod” means, the period (if any) (a) beginning

at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no

Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all

purposes hereunder and under any Loan Document in accordance with Section 3.07 and (b)

ending at the time that a Canadian Benchmark Replacement has replaced the then-current

Canadian Benchmark for allpurposes hereunder andunder anyLoanDocument inaccordance

with Section 3.07.

“Canadian Borrower” means Tucows.com Co., a Nova Scotia corporation and its

successors and permitted assigns.

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“Canadian Defined Benefit Pension Plan” means any Canadian Pension Plan which

contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act

(Canada).

“CanadianDollars”and“Cdn.$”meanslawfulmoneyofCanada.

“Canadian Pension Plan” means each pension plan required to be registered under

Canadian federal or provincial pension law that is maintained or contributed to by any Loan

Party for its employees or former employees, but does not include the Canada Pension Plan or

the Quebec Pension Plan as maintained by the Government of Canada or the Province of

Quebec or a Canadian “multi-employer plan” as such term is defined in subsection 147.1(1) of

the Income Tax Act (Canada).

“Canadian Pension Termination Event” means, except as would not reasonably be

expected to result in a Material Adverse Change, (a) the termination or wind-up in whole or in

part of any Canadian Defined Benefit Pension Plan or the institution of proceedings by any

Governmental Entity to terminate or wind-up in whole or in part or have a trustee or a

replacement administratorappointed to administer a Canadian Defined Benefit Pension Plan,

(b) the occurrence of an event under the Income Tax Act (Canada) that could reasonably be expected to

affect the registered status of any Canadian Defined Benefit Pension Plan, (c) the takingofanyactionwith

respecttoanyCanadianPensionPlanoranyotherextraordinaryevent or condition with respect to a

Canadian Pension Plan that could reasonably be expected to result in a Material Adverse Change, (d) the

receipt by any Loan Party of any order or notice of intentiontoissueanorderfromtheapplicable

pensionstandardsregulatororsimilar

Governmental Entity that could reasonably be expected to affect the registered status or cause

the termination or wind-up (in whole or in part) of any Canadian Defined Benefit Pension Plan,

or (e) the receipt of notice by the administrator or the funding agent of any failure to remit

contributions to a Canadian Pension Plan.

“Canadian Prime Rate” means, for any day, the rate of interest per annum equal to the

greater of (i) the per annum rate of interest publicly quoted or established as the “prime rate”

of the Agent which it quotes or establishes for such day as its reference rate of interest in order

to determine interest rates for commercial loans in Canadian Dollars in Canada to its Canadian

borrowers; and (ii) Adjusted Term CORRA for an Interest Period of one (1) month plus 100

basis points per annum, adjusted automatically with each quoted or established change in such

rate, all without the necessity of any notice to the Borrowers or any other Person.

“Canadian Prime Rate Advance” has the meaning specified in the definition of

Advance.

“CanadianRelevantGovernmentalBody”meanstheBankofCanada,oracommittee

officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Canadian Sanctioned Person” means any person that is a “designated person” or

“terrorist group” as described in any Canadian Sanctions Laws.

“Canadian Sanctions Laws” means any Canadian laws, regulations or orders

governing transactions in controlled goods or technologies or dealings with countries, entities,

organizations, or individuals subject to economic sanctions and similar measures or any laws

related to terrorism and money laundering, including, but not limited to, the Special Economic

Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt

Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada), the Export and Import

Permits Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act

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(Canada) and any related regulations, in each case as amended, renewed, extended or

replaced from time to time.

“Capital Expenditures” of any Person means expenditures of such Person that, in

accordance with GAAP, would be classified as capital expenditures.

“Capital Lease Obligations” of any Person means the obligations of such Person to

payrent or other amounts under anylease of (or other arrangement conveying the right to use)

real or personal property, or a combination thereof, which obligations are required to be

classified and accounted for as capital leases on a balance sheet of such Person under GAAP

and the amount of such obligations shall be the capitalized amount thereof determined in

accordance with GAAP.

“Cash Collateralize” means, to deposit in a deposit account subject to the control ofthe Agent or to pledge

and deposit with or deliver to the Agent, for the benefit of one or more of the Fronting Letter of Credit Lenders

or Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders to fund participations in

respect of Letter of Credit Obligations, cash or deposit account balances or, if the Agent and the applicable

Fronting Letter of Credit Lender shall agree in their sole discretion, other credit support, in each case

pursuant to documentation in form and substance reasonably satisfactory to the Agent and the applicable

Fronting Letter of

Credit Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall

include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (i) short-term obligations of, or fully guaranteed by, the

government of the United States of America or Canada, (ii) short-term obligations of, or fully

guaranteed by, the government of a State of the United States of America or of a Province of

Canada, in each case having a rating of “A-1” (or the then equivalent grade) or better by a

nationallyrecognized rating agency, (iii) commercialpaper having a rating of “A-1” (or the then

equivalent grade) or better by S&P or of “P-1” by Moody’s, (iv) demand or current deposit

accounts maintained in the ordinary course of business with any commercial bank, (v)

certificates of deposit issued by and time deposits with any Schedule I Canadian chartered

bank or any other commercial bank or trust company (whether domestic or foreign) having

capital and surplus in excess of U.S.$500,000,000 and a senior unsecured rating of “A-1” or

better by S&P or “P-1” by Moody’s, or (vi) money market funds that invest substantially all of

their assets in any of the foregoing; provided in each case that the same has a term not

exceeding (A) one year in the case of (i), (ii) and (v) above, and (B) 180days in the case of (iii)

and (vi) above.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the

following: (a) the adoption or taking effect of any applicable Law, (b) any change in any

applicable Law or in the administration, interpretation or application thereof by any

Governmental Entity or (c) the making or issuance of any applicable Law by any Governmental

Entity. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines,

requirements and directives promulgated by the Bank for International Settlements, and Basel

Committee on Banking Supervision (or any successor or similar authority) or by United States,

Canadianorforeignregulatory authorities,ineachcasepursuanttoBaselIII,and(b)the

Dodd-Frank Wall Street Reform and Consumer Protection Act (United States) and all requests,

rules,guidelines,requirementsanddirectivesthereunderorissuedinconnectiontherewithorin

implementation thereof, shall in each case be deemed to be a “Change in Law” regardless of

the date enacted, adopted, issued or implemented.

“Change of Control” means (i) any Person or group of Persons acting in concert shall

acquirecontrol,directlyorindirectly,ofamajoritybyvotingpoweroftheissuedandoutstanding

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Equity Interests ofthe Parenthavingthe rightto vote for directors of the Parent; (ii) other than

in the case of a Permitted Replacement, individuals who were elected as members of the board

of directors of the Parent by the most recent resolutions of the shareholders of the Parent shall

no longer constitute a majority of the board of directors of the Parent at any time prior to the

next followingresolutionsoftheshareholdersofthe Parentrelatingtotheelectionofthe same;

(iii) any sale, lease, exchange or other transfer (in one transaction or series of related

transactions) of all or substantially all of the Tucows Group’s property and assets; or (iv) any

Borrower or Guarantor shall cease to be a Wholly-Owned Subsidiary of the Parent (except as

otherwise agreed to by the Majority Lenders and other than Wavelo, Inc. as a result of the

issuance of common stock of Wavelo, Inc. pursuant to the Wavelo Stock Option Plan provided

that the Parent shall retain ownership at all times of, directly or indirectly, not less than 80% of

the common stock of Wavelo, Inc.).

“Claims” means all claims, demands, complaints, actions, suits, causes of action, assessments or

reassessments, charges, judgments, debts, liabilities, expenses, costs, damagesorlosses,contingentor

otherwise,includinglossofvalue,professionalfees,including feesoflegalcounselonasolicitorandhisor

herownclientbasis,andallcostsincurredin

investigatingorpursuinganyoftheforegoingoranyproceedingrelatingtoanyofthe

foregoing.

“ClosingDate”meansSeptember22,2023.

“Code” means the Internal Revenue Code of 1986 (United States), as amended, and

regulations promulgated thereunder.

“Collateral” means the Assets of a Loan Party in respect of which the Agent on its own

behalf and on behalf of one or more of the Secured Parties has or will have a Lien pursuant to a

Loan Document.

“Committed” means, for the purposes of Section 2.06(4), the Parent or its applicable

Subsidiary shall have entered into a written agreement for the repair or replacement of the

applicable affected property.

“Commitment” means U.S.$240,000,000, as such amount may be increased or

reduced pursuant to this Agreement, and a “Lender’s Commitment” means, at any time, the

relevantamountdesignatedassuchandsetforthundersuchLender’snameon SCHEDULE8,

in the assignment and assumption agreement executed and delivered pursuant to Article 17

pursuant to which it shall become a party hereto, or as otherwise increased or decreased

pursuant to this Agreement.

“CommodityExchangeAct” meansthe CommodityExchangeAct (7USC§1etseq.)

(United States) as amended from time to time and any successor statute.

“Compliance Certificate” means a certificate of an officer of the Parent substantially in

the form attached hereto as SCHEDULE 7.

“Conforming Changes” means with respect to either the use or administration of Daily

Simple SOFR or Term SOFR or the use, administration, adoption or implementation of any

Benchmark Replacement, any technical, administrative or operational changes (including

changes to the definition of “Base Rate (Canada)” or “Base Rate (United States)” the definition

of “Business Day,” the definition of “Interest Period”, the definition of “U.S. Government

Securities Business Day”, the timing and frequency of determining rates and making payments

of interest, the timing of borrowing requests or prepayment, conversion or continuation notices,

-14-

the applicability and length of lookback periods, the applicability of breakage provisions, and

other technical, administrative or operational matters) that the Agent decides may be

appropriate to reflect the adoption and implementation of any such rate or to permit the use and

administration thereof by the Agent in a manner substantially consistent with market practice

(or, if the Agent decides that adoption of any portion of such market practice is not

administratively feasible or if the Agent determines that no market practice for the

administration of any such rate exists, in such other manner of administration as the Agent

decides is reasonably necessary in connection with the administration of this Agreement and

the other Loan Documents).

“ConsolidatedBasis” means,indeterminingtheresultsofoperationsoranyamountin respect of any

period or at any time, the results of operations or amounts, as applicable: (i)when referencing the Tucows

Group and the Ting Fiber Group on a Consolidated Basis, the Tucows Group and the Ting Fiber Group taken

as a whole for such period or at such time; (ii) whenreferencingtheTucowsGrouponaConsolidated

Basis,theTucowsGrouptakenasa

whole for such period or at such time; or (iii) when referencing the Ting Fiber Group on a

Consolidated Basis, the Ting Fiber Group taken as a whole for such period or at such time, as

applicable.

“Contracts” means contracts, licences, leases, agreements, commitments,

entitlements or engagements to which any Loan Party is a party or by which any of them are

bound or under which any Loan Party has, or will have, any liability or contingent liability, and

warranties or guarantees (express or implied), but excluding any Authorizations.

“Control” means the possession, directly or indirectly, of the power to direct or cause

the direction of the management or policies of a Person, whether through the ability to exercise

voting power, by contract or otherwise; “controlling” and “controlled” have corresponding

meanings.

“Controlled Group” means all members of a controlled group of corporations and all

trades or businesses (whether or not incorporated) under common Control which, together with

any Loan Party, are treated as a single employer under Section 414 of the Code.

“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by the Bank of Canada (or any successor administrator).

“CORRALoan”meansaTermCORRALoanoraDailyCompoundedCORRALoan,as

applicable, and “CORRALoans” means Term CORRA Loans and Daily CompoundedCORRA

Loans together.

“CoveredEntity”means(a)eachLoanPartyandeachLoanParty’sSubsidiaries,and

(b)eachPersonthat,directlyorindirectly,isincontrolofaPersondescribedinclause(a).

“Credit Excess” means, as at a particular date, the amount, if any, by which the

aggregate amount of credit outstanding under the Credit Facility (excluding, for the avoidance

of doubt, any Eligible Hedging Agreement) as at the close of business on such date exceeds

the applicable limit of the Credit Facility as at the close of business on such date.

“Credit Facility” or “Facility” means, the revolving credit facility made available to the

Borrowers by the Lenders in accordance with Article 2 for the purposes specified in Section

2.03.

-15-

“Daily Compounded CORRA” means, for any Business Day in a Interest Period, CORRA with interest

accruing on a compounded daily basis, with the methodology and conventionsforthisrate(applyingtheDaily

CORRALookbackPeriod)beingestablishedbythe Agent in accordance with the methodology and

conventions for this rate selected or recommended by the Canadian Relevant Governmental Body for

determining compounded CORRA for business loans; provided that if the Agent decides that any such

convention is not administratively feasible for the Agent, then the Agent may establish another convention in

its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a

Canadian Benchmark Replacement Date with respect to CORRA has not occurred, then, in respect of any

day for which CORRA is required, references to CORRA will be deemed to be references to the last provided

or published CORRA.

“Daily Compounded CORRA Loan” means an Advance made pursuant to this

Agreement that bears interest at a rate based on Adjusted Daily Compounded CORRA.

“Daily CORRA Lookback Period” means two (2) Business Days in respect of any

lookback period in respect of Advances that are swaps, and five (5) Business Days in respect

of any lookback period for any other Advances.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum

equal to SOFR for the day (such day, the “SOFR Determination Day”), that is five (5) U.S.

Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government

Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S.

Government Securities Business Day, the U.S. Government Securities Business Day

immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the

SOFRAdministratoronthe SOFRAdministrator’sWebsite; provided,however,that ifasof5:00

p.m. (New York City time) on any SOFR Determination Day Daily Simple SOFR for the

applicable tenor has not been published by the SOFR Administrator and a Benchmark

Replacement Date with respect to Daily Simple SOFR has not occurred, then Daily Simple

SOFR will be the Daily Simple SOFR as published by the SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which Daily Simple SOFR was

published by the SOFR Administrator so long as such first preceding U.S. Government

Securities Business Day is not more than three (3) U.S. Government Securities Business Days

prior to such SOFR Determination Day; provided, that to the extent such rate as determined

above shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all

purposes herein.

“Data Centre Purchase Transaction” means the purchase of the data centre by a

Tucows Group Entity for purchase price not to exceed $7,500,000.

“DBRS”meansDBRSLimitedandDBRSInc.

“Default” means an event which, with the giving of notice or passage of time, or both,

would, unless cured or waived, constitute an Event of Default.

“Defaulting Lender” means, subject to Section 2.15(2), any Lender that (a) has failed

to (i) fund all or any portion of its Accommodations within two (2) Business Days of the date

such Accommodations were required to be funded hereunder unless such Lender notifies the

Agent and the Parent in writing that such failure is the result of such Lender’s determination that

one or more conditions precedent to funding (each of which conditions precedent, together with

any applicable default, shall be specifically identified in such writing) has not been satisfied, or

(ii) pay to the Agent, each Fronting Letter of Credit Lender, or any other Lender any other amount required to

be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business

Days of the date when due, (b) has notified the Parent, the Agent or anyFronting Letter of Credit Lender in

writing that it does not intend to comply with its funding obligations hereunder, or has made a public

-16-

statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an

Accommodation hereunder and states that such position is based on such Lender’s determination that a

conditionprecedent to funding (whichconditionprecedent, together with anyapplicable default, shall be

specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3)

Business Days after written request by the Agent or the Parent, to confirm in writing to the Agent and the

Parent that it will comply with its prospective funding obligationshereunder(providedthatsuchLender

shallceasetobeaDefaultingLender

pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the

Parent), or (d) has, or has a direct or indirect parent company that has, at any time after the

date hereof, (i) become the subject of a proceeding under any Law relating to bankruptcy,

insolvency,reorganizationorreliefofdebtorsincludinganyplanofcompromiseorarrangement

or other similar corporate proceeding involving or affecting its creditors, or (ii) had appointed for

it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors

or similar Person charged with reorganization or liquidation of its business or assets, including

the Canada Deposit Insurance Corporation, Federal Deposit Insurance Corporation or any

other provincial, state or federal regulatory authority acting in such a capacity; provided that a

Lender shall not be a Defaulting Lender (x) solely by virtue of the ownership or acquisition of

any equity interest in that Lender or any direct or indirect parent company thereof by a

Governmental Entity so long as such ownership interest does not result in or provide such

Lender with immunity from the jurisdiction of courts within Canada or the United States or from

the enforcement of judgments or writs of attachment on its assets or permit such Lender (or

such Governmental Entity) to reject, repudiate, disavow or disaffirm any contracts or

agreements made with such Lender, or (y) in the case of a Lender (or its direct or indirect

parent company) that is Solvent, solely by virtue of the precautionary appointment of an

administrator, guardian, custodian or similar official by a Governmental Entity under or based

on the Lawof the country where such Person is subject to home jurisdiction. Anydetermination

by the Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be

conclusive and binding absent manifest error, and such Lender shall be deemed to be a

Defaulting Lender (subject to Section 2.15(2)) upon delivery of written notice of such

determination to the Parent, each Fronting Letter of Credit Lender and each Lender.

“Disposal” means any disposal by any means including dumping, incineration,

spraying, pumping, injecting, depositing or burying.

“Disposition” means, with respect to any Asset of any Person, any direct or indirect

sale, assignment, cession, transfer (including any transfer of title or possession), exchange,

conveyance, release or gift of such Asset, including by means of a Sale-Leaseback Transaction

(unless accounted for as a Capital Lease Obligation) and including any such transfer arising on

liquidation, dissolution or winding up of such Person; and “Dispose” and “Disposed” have

meanings correlative thereto.

“Distribution” means any amount paid to or on behalf of the shareholders, partners or

unitholders of any Tucows Group Entity, or to any Related Party thereto, by way of

management fees, dividends, redemption of shares, distribution of profits or otherwise, which

payments are made to such Persons intheir capacity as shareholders, partners, unitholders or

owners of any Tucows Group Entity or otherwise, or any other direct or indirect payment in

respect of the earnings or capital of any of Tucows Group Entity to such Persons.

“Division/Series Transaction” shall mean, with respect to the Loan Parties and their

Subsidiaries, that any such Person (a) divides into two or more Persons (whether or not the

original Loan Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes

into, one or more series, in each case as contemplated under the laws of any jurisdiction.

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“E-System” means any electronic system approved by Agent, including Syndtrak®, Intralinks® and

ClearPar® and any other Internet or extranet based site, whether such electronic system is owned, operated

or hosted by Agent, any of its Related Parties or anyother Person, providing for access to data protected by

passcodes or other security system.

“EBITDA” means, in respect of any fiscal period, without duplication (A) the

consolidated net income of the Tucows Group, on a Consolidated Basis, in such fiscal period

determined without including or deducting (i) unrealized gains or losses arising from hedging

agreements and other foreign currency transactions; (ii) gains or losses arising from or in

connection with any sale or other disposition of assets outside the ordinarycourse of business;

or (iii) gains or losses arising from or in connection with any revaluation of assets, or accretion

of contingent consideration; plus (B) the following amounts (to the extent such accounts were

deducted in determining such consolidated net income): Interest, income taxes, capital taxes,

depreciation, amortization, stock based compensation, non-cash charges relating to the

impairment of goodwill and other intangible assets and any other non-cash expenses, and

extraordinary,unusualornon-recurringexpensesoracquisitionandtransactioncostsapproved

in writing by the Majority Lenders in their discretion (but specifically including non-recurring

professional fees and expenses relating to the establishment or restructuring of the Facilities);

all determined in accordance with GAAP.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) anyentityestablished in anEEA Member Country which is aparent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in anEEAMember Countrywhichis asubsidiaryof aninstitutiondescribedinclauses(a) or (b)

of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means, in the case of an assignment pursuant to Section 17.01,

any Person (other than a natural person, any Loan Party, any Affiliate of a Loan Party, any

Defaulting Lender or any Ineligible Transferee) that meets the criteria set out in Section

17.01(2).

“Eligible Hedging Agreements” means any Hedging Agreement between a Loan

Party and any Lender or its Affiliates (the “Hedge Lender”), provided that (i) such Hedging

Agreement is not entered into for speculative purposes; (ii) the term of such Hedging

Agreement shall not exceed the Maturity Date; (iii) the terms and conditions of such Hedging

Agreement, including pricing, shall be determined by the Borrower,Lead Swap Arranger and

the applicable Hedge Lender and communicated to the applicable Loan Party for acceptance;

and (iv) the applicable Loan Party shall have executed and delivered an ISDA Master

Agreement, in form and substance satisfactory to the Lead Swap Arranger and the applicable

Hedge Lender, and provided further that any Hedge Termination Value owing by a Hedge

Lender upon designation of an Early Termination Date (as such term is defined in the ISDA

Master Agreement), has been assigned to the Agent as security for the Secured Obligations.

TheLeadSwapArrangerhasbeenappointedleadarrangeronallEligibleHedgingAgreements

with the Loan Parties and shall promptly offer all eligible Hedge Lenders the opportunity to

participate in all Hedging Agreements at the discretion of the Borrowers.

-18-

“Environment” includes the air, surface water, underground water, any land, soil or undergroundspace

evenifsubmergedunderwaterorcoveredbyastructure,allliving

organisms and the interacting natural systems that include components of air, land, water,

organic and inorganic matters and living organisms in the environment or natural environment

as defined in any Environmental Law and “Environmental” shall have a similar extended

meaning.

“Environmental Law” means all applicable and legally enforceable federal, state,

provincial, municipal or local statutes, regulations, by-laws, and Orders of any Governmental

Entity, any binding guidelines, policies or rules of any Governmental Entity relating in whole or

in part to the Environment or the protection thereof and includes those laws relating to the

storage, generation, use, handling, manufacturer, processing, transportation, import, export,

treatment, Release, recycling or Disposal of any Hazardous Materials and any laws relating to

asbestos or asbestos-containing materials in the Environment, in the workplace or in any

building.

“Environmental Liabilities” means any liability, contingent or otherwise (including any

liability for damages, costs of environmental remediation, fines, penalties or indemnities) of the

Tucows Group directly or indirectly resulting from or based upon (a) violation of any

Environmental Law, (b) the generation, use, handling, transportation, storage, recycling,

treatmentorDisposalofanyHazardousMaterials,(c)exposuretoanyHazardousMaterials,(d)

the release or threatened Release of any Hazardous Materials into the Environment or (e) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or

imposed with respect to any of the foregoing.

“Environmental Permits” means all permits, certificates, approvals, consents,

authorizations, registrations and licences issued, granted, conferred or created by or acquired

from any Governmental Entity pursuant to any Environmental Laws.

“Equity Interests” means (a) all shares, options, warrants, general or limited

partnership interests, membership interests or other equivalents (regardless of how designated)

ofor in a corporation, partnership, limited liability company or equivalent entity whether voting

or non-voting, participating or non-participating, including common stock, preferred stock or any

other equity security and (b) all securities convertible into or exchangeable for any other Equity

Interests and all warrants, options or other rights to purchase, subscribe for or otherwise

acquire any other Equity Interests, whether or not presently convertible, exchangeable or

exercisable.

“Equivalent Amount” means, on any date, with respect to the specified amount of any

specified currency the amount of any other currency after giving effect to a conversion of the

specified amount of the first currency to the other currency at the spot rate quoted for wholesale

transactions by the Agent (or, if the Agent does not provide such spot rate quotation, a quoted

ratefromanotherfinancial institution selected by the Agent); provided that ifthe conversion is

of Canadian Dollars to U.S. Dollars or of U.S. Dollars to Canadian Dollars, the rate used shall

be the Bank of Canada rate for such a conversion as of the close of the Business Day on such

date (as quoted or published from time to time by the Bank of Canada) if available.

“ERISA” means the Employee Retirement Income Security Act of 1974 (United States

of America), as amended, or any successor statute thereto, and the rules and regulations

promulgated thereunder.

“ERISA Event” means (a) a reportable event, within the meaning of Section 4043 of ERISAandthe

regulationsissuedthereunderwithrespecttoanyPensionBenefitPlan

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(excluding those for which the provision for 30-day notice to the PBGC has been waived by

regulation); (b) the withdrawal of any Loan Party or any member of the Controlled Group from a

Multiple Employer Plan during a plan year in which such entity was a “substantial employer” as

defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a

withdrawal under Section 4062(e) or ERISA; (c) the providing of notice of intent to terminate a

Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the

institution by the PBGC of proceedings to terminate a Pension Benefit Plan or Multiemployer

Plan;(e)anyeventorcondition(i)whichmightconstitutegroundsunderSection4042ofERISA

for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan or

Multiemployer Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to

Section 4041A of ERISA; or (f) the partial or complete withdrawal within the meaning of

Sections 4203 and 4205 of ERISA, of any Loan Party or any member of the Controlled Group

from a Multiemployer Plan; (g) notice that a Multiemployer Plan is subject to Section 4245 of

ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC

premiums due but not diligent, upon any Loan Party or any member of the Controlled Group.

“ErroneousPayment”hasthemeaningassignedtoitin Section14.12(1).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

14.12(4).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule

published by the Loan Market Association (or any successor person), as in effect from time to

time.

month.

“EventofDefault”hasthemeaningspecifiedinSection9.01.

“Excess”hasthemeaningspecifiedinSection2.12.

“ExchangeRateDeterminationDate”meansthelastBusinessDayofeachcalendar

“ExistingParentGuarantees”hasthe meaningspecifiedin Section 8.02(5).

“ExcludedAssets”hasthemeaningspecifiedinSection5.06.

“ExcludedSwapObligations”means,withrespecttoanyTucowsGroupEntity,inits

capacity as a Guarantor, any Swap Obligation if, and only to the extent that and for so long as,

all or a portion of the Guarantee by such Person, or the grant by such Person, of a security

interest in any of its Assets to secure, such Swap Obligation (or any Guarantee thereof) is or

becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the

Commodity Futures Trading Commission (or the application or official interpretation of any

thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract

participant” as defined in the Commodity Exchange Act and the regulations thereunder at the

time the Guarantee by such Person or the grant by such Person of such security interest

becomes effective with respect to such Swap Obligation; provided, however, that if any

Guarantor that was not an “eligible contract participant” at the time any such guarantee of a

Swap Obligation under an Eligible Hedging Agreement was entered into thereafter becomes an

“eligible contract participant,” such Guarantor shall, by virtue of any applicable Pledge and

SecurityAgreementorjoindertheretoandwithoutanyfurtheractionbyanyPerson,bedeemed

tohaveguaranteedtheSwapObligationsunderEligibleHedgingAgreementsandgranteda

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security interest to secure such Swap Obligations under Eligible Hedging Agreements, and

such Swap Obligations under Eligible Hedging Agreements shall no longer constitute Excluded

Swap Obligations with respect to such Guarantor. If a Swap Obligation arises under a master

agreement governing more than one swap, such exclusion shall apply only to the portion of

suchSwapObligationthatisattributabletoswapsforwhichsuchGuaranteeorsecurityinterest

is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or

order of the Commodity Futures Trading Commission (or any application or official

interpretation of any thereof).

“Excluded Taxes” means, with respect to the Agent, any Lender or any other recipient

of any payment to be made by or on account of any obligation of any Borrower, the Guarantors

or any of their Subsidiaries hereunder or under any Loan Document, (a) taxes imposed on or

measured by its net income (however denominated) or capital, and franchise taxes and branch

profits Taxes, in each case (i) imposed on it by the jurisdiction (or any political subdivision

thereof) under the laws of which such recipient is organized or in which its principal office is

located or, in the case of any Lender, in which its applicable lending office is located or (ii) are

Other Connection Taxes, (b) any withholding tax payable as a result of such recipient not

dealing at Arm’s Length with the Borrowers, the Guarantors or any of their Subsidiaries (other

than when an Event of Default has occurred and is continuing), (c) Taxes imposed under FATCA

and (d) in the case of a Foreign Lender (other than (i) an assignee pursuant to arequest by the

Parent under Section 10.03(2) or (ii) any other assignee to the extent that the Parent has

expressly agreed, in its sole discretion, that any withholding tax shall be an Indemnified Tax),

any withholding tax that (A) is imposed or assessed, and (B) is required by applicable Law to be

withheld or paid in respect of anyamount payable hereunder or under any Loan Document to

such Foreign Lender where such applicable Lawis in effect at the time such Foreign Lender

becomes a party hereto (or designates a new lending office) or is attributable to such Foreign

Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section

10.02(5), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at

the time of designation of a new lending office (or assignment), to receive additional amounts

fromanyLoanPartywithrespecttosuchwithholdingtaxpursuantto Section10.02(1).

“Face Amount” means inrespect of aLetter of Credit, themaximum amountwhichthe

Fronting Letter of Credit Lender is contingently liable to pay the Beneficiary.

“FATCA” means Sections 1471 through 1474 of the Code and any regulations or

official interpretations thereof or any amended or successors version that is substantively

comparable and not materially more onerous to comply with (including any Revenue Ruling,

Revenue Procedure, Notice or similar guidance issued by the U.S. Internal Revenue Service

thereunder as a precondition to relief or exemption from Taxes under such provisions), any

agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory

legislation, rules or official administrative practices adopted pursuant to any intergovernmental

agreement entered into in connection with the implementation of such Sections of the Code.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977 of the United States of

America, 15 U.S.C. §§78dd 1, et seq., as amended.

“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood

Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a

community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal

to the weighted average of the rates on overnight United States Federal funds transactions with

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members of the Federal Reserve System arranged by United States Federal funds brokers, as

published for the day (or if the day is not a Business Day, for the preceding Business Day) by

theNYFRB,orifsuchrateisnotsopublishedforanydaywhichisaBusinessDay,theaverage

of the quotations for the day on such transactions received by the Agent from three United

States Federal funds brokers of recognized standing selected by the Agent, acting reasonably.

“Fees” means the feespayable bytheLoanParties under this Agreement or under any

other Loan Document.

“FEMA” meanstheFederalEmergencyManagementAgency,acomponentoftheU.S.

Department of Homeland Security that administers the National Flood Insurance Program.

“Financial Quarter” means, in respect of each of the Parent, the financial quarters

ending March 31, June 30, September 30 and December 31.

“Financial Year” means, in respect of the Parent, its financial year commencing on

January 1 of each calendar year and ending on December 31 of such calendar year.

“Flood Insurance” means, for any Material Owned Real Property (including any

personal property Collateral located on such Material Owned Real Property) located in a

Special Flood Hazard Area, Federal Flood Insurance or private insurance reasonably

satisfactory to Agent, in either case, that (a) meets the requirements of FEMA and any other

applicable federal agencies, (b) includes a deductible not to exceed $100,000 and (c) has a

coverage amount equal to the lesser of (i) the insurable value of the buildings and any personal

propertyCollaterallocated on such Material Owned Real Property asdeterminedby Agentor

(ii)themaximumpolicylimitssetundertheNationalFloodInsuranceProgram.

“Floor”means a rate of interest equal to zero percent (0%) per annum.

“Foreign Lender” means, with respect to anyBorrower, anyLender that is not resident

for income tax or withholding tax purposes under the laws of the jurisdiction in which the

Borrower is resident for tax purposes on the date hereof and that is not otherwise considered or

deemed in respect of any amount payable to it hereunder or under any Loan Document to be

resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is

resident for tax purposes by application of the laws of that jurisdiction. For purposes of this

definition Canada and each Province and Territory thereof shall be deemed to constitute a

single jurisdiction and the United States of America, each State thereof and the District of

Columbia shall be deemed to constitute a single jurisdiction.

“FRB”meanstheBoardofGovernorsoftheFederalReserveSystemoranysuccessor

thereto.

“Fronting Exposure” means, at any time that there is a Defaulting Lender, with respect to any Fronting

Letter of Credit Lender, such Defaulting Lender’s pro rata share of the outstanding Letter of Credit

Obligations with respect to Letters of Credit issued by such Fronting Letter of Credit Lender, other than Letter

of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to

other Lenders, Cash Collateralized in

accordance with the terms hereof or otherwise mitigated in a matter reasonably satisfactory to

the applicable Fronting Letter of Credit Lender.

“FrontingLetterofCreditLender”meansBMO,andanysuccessortheretohereunder

in such capacity.

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“Fronting Letter of Credit Lender’s Fronting Letter of Credit Commitment” means,

at any time, the relevant amount designated as such and set forth under such Lender’s name

on SCHEDULE 8 (or in respect of any other Lender, as otherwise agreed to by the Parent, the

Agent and such Lender) or in the assignment and assumption agreement executed and

delivered pursuant to Article 17 pursuant to which it shallbecome a partyhereto (as reduced or

increased in accordance with the terms hereof).

“Funded Debt” in respect of any Person means obligations of such Person which are

considered to constitute debt in accordance with GAAP, including indebtedness for borrowed

money (in the case of the Borrowers, specifically including the Accommodations Outstanding),

Subordinated Debt, Purchase Money Obligations, Capital Lease Obligations, capitalized

interest, andthe redemption price of any securities issued by such Person having attributes

substantially similar to debt (such as securities which are redeemable at the option of the

holder)andif(i)anyExistingParentGuaranteeisdeterminedtobeanon-balancesheetliability

in accordance with GAAP, (it being understood that such determination shall not require

delivery of updated financial statements) or (ii) a final judgement or order is issued confirming

that the amount demanded is due and payable by Tucows Inc., the applicable Existing Parent

Guarantee; but excluding the following: accounts payable, future income taxes (both current

and long-term), obligations under hedging agreements which have not yet become due and

payable, and operating lease liabilities (both current and long-term); plus, to the extent

applicable until a renegotiation, sale or cancellation, the Verizon Liability and any similar

liabilities to other carriers.

“GAAP” means, generally accepted accounting principles in the United States, as in

effect from time to time, set forth in the opinions and pronouncements of the Accounting

Principles Board and the American Institute of Certified Public Accountants, in the statements

and pronouncements of the Financial Accounting Standards Board (or agencies with similar

functions and comparable stature and authority within the accounting profession) that are

applicable to the circumstances as of the date of determination.

“Governmental Entity” means any (i) multinational, federal, provincial, state,

municipal, local or other government, governmental or public department, central bank, stock

exchange, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii)

subdivision or authority of any of the foregoing, or (iii) quasi-governmental, public sector entity,

supra-national entity (including the European Union and the European Central Bank), private

body, self-regulatory organization (including the National Association of Insurance

Commissioners) and any other entity exercising any executive, legislative, judicial, regulatory,

expropriation, taxing or administrative authority under or for the account of any of the above.

“guarantee” means any agreement by which any Person assumes, guarantees, endorses, contingently

agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of

anyother Person, or agrees to maintain the net worth or workingcapitalorotherfinancialconditionofany

otherPersonorotherwiseassuresany

creditorofsuchPersonagainstloss,andshallincludeanycontingentliabilityunderanyletterof

credit or similar document or instrument.

“Guarantee”meansanyguaranteedeliveredbyanyPersoninconnectionherewith.

“Guarantor” means the Parent and each direct and indirect Subsidiary of the Parent

that has (a) executed a Guarantee (or an addendum to a Guarantee or other guarantee

agreement (in form and substance satisfactory to the Agent acting reasonably)) pursuant to

which it (and any general partner thereof) has provided an unconditional and unlimited

guarantee of the obligations of the Borrowers and the other Loan Parties under this Agreement

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and the other Loan Documents, (b) provided security in form and substance substantially

similar to that delivered on the Closing Date by the Borrowers (as determined by the Agent

acting reasonably); and (c) delivered to the Agent all resolutions (corporate, shareholder or

otherwise), certificates and appropriate legal opinions as the Agent may reasonably request.

Any of the foregoing entities shall cease to be a Guarantor in accordance with the provisions of

this Agreement and the other Loan Documents, and “Guarantor” means any one of them as

applicable. As at the date of this Agreement, the following are Guarantors for purposes hereof:

eNom, LLC, a Delaware limited liability company, Ascio Technologies, Corp., a Nova Scotia

corporation, Tucows Domains Services, Inc., a Delaware corporation, and, subject to any

express exclusions set forth herein or in any Guarantee, each Borrower in respect of the

obligations of the other Borrowers and the other Loan Parties under this Agreement and the

other Loan Documents. For the avoidance of doubt, no Ting Fiber Group Entity is a Guarantor.

“Hazardous Material” means any and all (i) contaminants, pollutants, toxic or

hazardous material or wastes (including petroleum and any by product or derivative thereof,

asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls); or (ii) substances

whichareormaybedefined,prohibitedorregulatedbyEnvironmentalLaws,orthegeneration,

manufacture, refining, production, processing, treatment, storage, handling, transportation,

transfer, use, Disposal, Release, discharge, spillage, seepage, or filtration of which is or shall

be restricted, prohibited or penalized by any applicable Environmental Law.

“Hedge Lender” has the meaning specified in the definition of “Eligible Hedging

Agreements”.

“Hedge Termination Value” means, in respect of any one or more Eligible Hedging

Agreements, after taking into account the effect of any legally enforceable netting agreement

relating to such Eligible Hedging Agreements, (a) for any date on or after the date such Eligible

Hedging Agreements have been closed out and termination values determined in accordance

therewith, such termination values, and (b) for any date prior to the date referenced in (a), the

amounts determined as the mark-to-market values for such Eligible Hedging Agreements, as

determinedbytheLeadSwapArrangerusingitsgoodfaith,commerciallyreasonableestimates

at mid-market and in accordance with customary methods for calculating mark-to-market

values for substantially similar agreements by leading dealers in the relevant market.

“Hedging Agreement” means any agreement evidencing any Hedging Arrangements,

any combination of such Hedging Arrangements or any option with respect to any such

Hedging Arrangements.

“Hedging Arrangement” means, for any period and for any Person, any arrangement, transaction or

combination of transactions between such Person and any other Person commonlyconsideredtobea

derivative,swaporhedgingtransaction,includinginterestrate

swaps, basis swaps, forward interest rate transactions, commodityswaps, interest rate options,

forward foreign exchange transactions, cap, floor and collar transactions, currency swaps,

cross-currency interest rate swaps, currency options and any other similar transaction

(includinganyoptionwithrespecttoanyofsuchtransactionsorarrangementsandanyswapor

derivative related to any index).

“IndemnifiedTaxes”meansTaxesotherthanExcludedTaxes.

“IneligibleTransferee”means(i)certainPersonsidentifiedas“DisqualifiedLenders” in

writing to the Agent by the Parent on or prior to the Closing Date; and (ii) operating companies

which are bona fide competitors of the Loan Parties or their Subsidiaries and such competitors’

subsidiaries and controlling equity holders (other than Bona Fide Debt Funds) as may be

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identified by name in writing to the Agent following the date of this Agreement (but only with the

consent of the Majority Lenders, not to be unreasonably withheld), by delivery of notice to the

Agent setting forth such person or persons. Notwithstanding the foregoing, no Person shall be

regarded as an Ineligible Transferee for purposes of this Agreement at any time that an

assignment or participation otherwise occurs in accordance with Section 17.01 while an Event

of Default has occurred and is continuing.

“Intellectual Property” means all rights, title and interests in or relating to intellectual

property and industrial property, whether registered or not, owned, licenced, used or held by

any Tucows Group Entity, in respect of: (a) inventions, pending patent applications (including

divisions, reissues, renewals, re-examinations, continuations, continuations-in-part and

extensions) and issued patents; (b) trade-marks, trade dress, trade-names, business names

and other indicia of origin; (c) copyrights; (d) industrial designs and similar rights; and (e) urls,

domain names and tag lines.

“Interest” means interest on loans, issuance fees in respect of letters of credit, and any

other charges or fees in connection with the extension of credit which are determined by

reference to the amount of credit extended, plus standby fees in respect of the unutilized

portion of any credit facility; but for greater certainty “Interest” shall not include capitalized

interest (for greater certainty, being interest which is accrued but not paid), agency fees,

arrangement fees, structuring fees, fees relating to the granting of consents, waivers,

amendments, extensions or restructurings, the reimbursement of costs and expenses, and any

similar amounts which may be charged from time to time in connection with the establishment,

administration or enforcement of the Credit Facility.

“Interest Coverage Ratio” means, in respect of any Rolling Period, the ratio of (i)

AdjustedEBITDA for such Rolling Period to (ii) Interest Expense for such Rolling Period.

“Interest Expense” means, in respect of any fiscal period, the aggregate amount of

Interest paid or payable in respect of the Funded Debt of theTucows Group on aConsolidated

Basis in respect of such fiscal period (but for greater certainty, excluding any Interest which is

capitalized and not paid or payable during such fiscal period).

“Interest Payment Date” means, as to any SOFR Loan or CORRA Loan, the last dayof each Interest

Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to

the last day of such Interest Period that occurs at three month intervals after the first day of such Interest

Period, and on the maturity date; provided that,astoanysuchSOFRLoanorCORRALoan,(i)ifanysuch

datewouldbeadayotherthan a Business Day, such date shall be extended to the next succeeding

Business Day unless such

next succeeding Business Day would fall in the next calendar month, in which case such date

shall be the next preceding Business Day and (ii) the Interest Payment Date with respect to any

suchSOFRLoanorCORRALoanthatoccursonthelastBusinessDayofacalendarmonth(or

on a day for which there is no numerically corresponding dayin anyapplicable calendar month)

shall be the last Business Day of any such succeeding applicable calendar month.

“Interest Period”means

(a)theperiodcommencingonthedateaborrowingofanySOFRLoanisadvanced,

continued, or created by conversion and ending on the numerically

corresponding day in the calendar month that is a period of one, three or six

months (in each case, subject to the availability thereof), as specified in the

applicable Borrowing Notice or Interest Rate Election Notice; or

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(b)the period commencing on the date a borrowing of any Term CORRA Loan is

advanced, continued, or created by conversion and ending on the numerically

corresponding day in the calendar month that is a period of one and three

months (in each case, subject to the availability thereof), as specified in the

applicable Borrowing Notice or Interest Rate Election Notice; or

(c)the period commencing on the date a borrowing of any Daily Compounded

CORRA Loan is advanced, continued, or created by conversion and ending on

the numerically corresponding day in the calendar month that is a period of one

and three months (in each case, subject to the availability thereof), as specified

in the applicable Borrowing Notice or Interest Rate Election Notice; or

provided, that, in each case (i) no Interest Period shall expire subsequent to the

Maturity Date; (ii) whenever the last day of any Interest Period would otherwise

be a day that is not a Business Day, the last day of such Interest Period shall be

extended to the next succeeding Business Day, provided that, if such extension

would cause the last day of an Interest Period for a SOFR Loan or CORRA

Loan, as applicable, to occur in the following calendar month, the last day of

such Interest Period shall be the immediately preceding Business Day; (iii) for

purposes of determining an Interest Period for a SOFR Loan or a CORRA Loan,

a month means a period starting on one day in a calendar month andending on

the numerically corresponding day in the next calendar month; provided, that if

there is nonumericallycorresponding dayin the monthinwhich such an Interest

Period is to end or if such an Interest Period begins on the last Business Day of

a calendar month, then such Interest Period shall end on the last Business Day

of the calendar month in which such Interest Period is to end; and (iv) no tenor

thathasbeenremovedfromthisdefinitionpursuanttoSection3.06orSection

3.07hereof,asapplicable,shallbeavailableforspecificationinsuchBorrowing

NoticeorInterestRateElectionNotice.

“InterestRateElectionNotice”hasthemeaning specifiedin Section 3.03(2).

“Investment” means: (i) an investment made or held by aPerson, directlyor indirectly, in another Person

(whether such investment was made by the first-mentioned Person in such other Person or was acquired

from a thirdparty); (ii) acontribution of capital; (iii) theacquisition or holding of common or preferred shares,

debt obligations, partnership interests and interests injoint ventures;providedhowever that if atransaction

wouldconstitute a“CapitalExpenditure”

as defined herein and would also constitute an “Investment” as defined herein, it shall be

deemed to constitute an Investment and not a Capital Expenditure; and (iv) advances, loans,

guarantees or other extensions of credit (other than in the ordinary course of business) or

capital contributions or the provision of any other financial assistance of any kind to (by means

of transfers of property, money or assets) any other Person, and, for greater certainty, includes

any Funded Debt of any other Person guaranteed by such Person.

“ISDA Master Agreement” means the applicable standard Master Agreement of the

International Swaps and Derivatives Association, Inc. in effect from time to time and includes all

its schedules, credit support annexes and all confirmations documented pursuant thereto.

“Issue”meansanissueofaLetterofCreditbytheFrontingLetterofCreditLender

pursuant to Article 4.

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“Issue Date” has the meaning specified in Section 4.02.

“Issue Notice” has the meaning specified in Section 4.02.

“JudicialOrder”hasthemeaningspecifiedinSection4.09(1).

“Laws” means all federal, state, local, or foreign law (statutory or common), statutes,

codes, ordinances, decrees, treaties, rules, regulations, municipalby-laws, judicial or arbitral or

administrative or ministerial or departmental or regulatoryjudgments, orders, decisions, rulings

or awards, policies, restraints, guidelines, or other legal requirements or determinations of an

arbitrator or of any Governmental Entity or any provisions of the foregoing, including general

principles of common and civil law and equity, binding on or affecting the Person (or any of

such Person’s Assets) referred to in the context in which such word is used; and “Law” means

any one of the foregoing.

“Lead Swap Arranger” means BMOsuch Lender as designated by the Borrower from

time to time, provided that such Lender has provided in its prior consent to the Borrower to act

in the capacity of Lead Swap Arranger.

“Lenders” means, collectively, the financial institutions and other Persons set forth on

the signature pages hereof as Lenders (and for greater certainty shall include the Hedge

Lenders, the Swingline Lender and the Fronting Letter of Credit Lenders, as applicable), and

any Eligible Assignee thereof upon such Eligible Assignee executing and delivering an

assignment and assumption agreement referred to in Section17.01(2)(vi) to the Parent and the

Agent and in the singular anyone of such Lenders, it being understood that for the purposes of

this Agreement, BMO Bank, N.A. shall constitute a Lender.

“Letter of Credit” means a letter of credit or a bank letter of guarantee issued or to be

issued by the Fronting Letter of Credit Lender for the account of a Borrower pursuant to Article

4 and in such form as the Fronting Letter of Credit Lender may from time to time approve.

“Letter of Credit Obligations” means, at any time, the sum of (a) an amount equal to the aggregate

undrawn and unexpired amount (including the amount to which anysuch Letters of Credit can be reinstated

pursuant to the terms hereof) of the then outstanding Letters of Credit and (b) an amount equal to the

aggregate drawn, but unreimbursed drawings on any Letters of Credit.

“Lien” means liens, charges, mortgages, pledges, security interests, hypothecs,

adverse claims, defects of title, deposit arrangements, deeds of trust, encumbrances or any

other similar rights of third parties relating to any Asset and any other similar lien of any kind

that in substance secures payment and performance of an obligation.

“LoanDocument” or “LoanDocuments” means this Agreement, theGuarantees, the

Pledge and Security Agreements, the other Security, the Eligible Hedging Agreements, the

Other Secured Agreements and all other documents, certificates, fee letters, instruments,

consents, waivers, estoppels, acknowledgments, notices, postponements, subordinations and

agreements to be executed and delivered to the Agent or the Lenders by any Loan Party as

contemplated hereunder and thereunder or any one or more of such documents and any other

document which is stated to be a Loan Document.

“Loan Parties” means, collectively, the Borrowers and the Guarantors, and “Loan

Party” means any one of them.

“Majority Lenders” or “Required Lenders” means, at any time, Lenders whose

Commitments, taken together, are at least 66 2/3% of the aggregate amount of the

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Commitments of all Lenders. If at any time the Commitments of the Lenders have been

cancelled,theMajorityLenders/RequiredLendersshallmeanLenderswhoseAccommodations

Outstanding, taken together, are at least 66 2/3% of the aggregate amount of the

Accommodations Outstanding of all Lenders. For greater certainty, if at, any time, there are

only two (2) Lenders, the Majority Lenders/Required Lenders shall mean both Lenders. For

purposes of this definition, subject to Section 2.15(1)(i), any Defaulting Lender shall be

disregarded in determining the Majority Lenders/Required Lenders at any time.

“Management Services Agreement” means the intercompany administrative services

agreement dated as of January 1, 2022 between Tucows Inc. and the Service Recipients (as

defined therein).

“MarginStock”meansany“marginstock”asdefinedinRegulationT,UorXofthe

FRB.

“MaterialAdverseChange”meansanychangeoreventwhich:(i)constitutesa

material adverse change in the business, operations, condition (financial or otherwise) or

properties of the Tucows Group on a Consolidated Basis; (ii) is reasonably likely to materially

impair the ability of the Loan Parties (taken as a whole) to timely and fully perform their

obligations under the Loan Documents; or (iii) is reasonablylikely to materiallyimpair theability

of the Agent or the Lenders to enforce their rights and remedies under this Agreement or the

Security.

“Material Authorizations” means, collectively (i) the Authorizations specified in

Schedule 7.01(6); and (ii) any other Authorization of any Tucows Group Entity, the breach,

non-performance or cancellation of which or the failure of which to renew would reasonably be

expected to have a Material Adverse Change, and individually, any one of such Authorizations.

“Material Contracts” means, collectively (i) the Contracts specified in Schedule 7.01(13); and (ii) any other

Contract of any Tucows Group Entity the breach, non-performance or cancellation of which or the failure of

which to renew would reasonably be expected to have a Material Adverse Change, and individually, any one

of such Contracts.

“Material IP” means, as of any date of determination, Intellectual Property of the Loan

Parties that, individually or in the aggregate, is necessary in, or material to, the conduct of the

business of the Tucows Group, taken as a whole.

“Material Owned Real Property” means any owned real property of a Loan Partythat

has a value in excess of $5,000,000.

“MaturityDate”means September22July27,20272029.

“Maximum LawfulRate”has themeaningspecified inSection3.05(1)(g).

“Minimum Collateral Amount” means, at anytime, (a) withrespect toCashCollateral

consisting of cash or deposit account balances, an amount equal to 103% of (i) the Fronting

Exposure of all Fronting Letter of Credit Lenders with respect to Letters of Credit issued and

outstanding at such time, or (ii) in the case of Cash Collateral provided pursuant to Section

4.10(1),theFrontingExposurerequired tobecashcollateralizedpursuant tosuchSection, and

(b) otherwise, an amount determined by the Agent and the Fronting Letter of Credit Lenders in

their reasonable discretion.

“Minor Title Defects” in respect of any parcel of real property means encroachments,

restrictions, easements, rights-of-way, servitudes and defects or irregularities in the title to such

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real property which are of a minor nature and which, in the aggregate, will not materiallyimpair

the use of such land for the purposes for which such real property is held by the owner thereof.

“MNPI”has themeaningspecifiedin Section22.01(4).

“Moody’s”meansMoody’sInvestorsService,Inc.anditssuccessors.

“MortgagedProperty”hasthemeaningspecifiedinSection5.03.

“Multiemployer Plan” means a “multiemployer plan” as defined in Sections 3(37) and

4001(a)(3) of ERISA.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors

(includinganyLoanPartyoranymemberoftheControlledGroup)atleasttwoofwhomarenot

under common control, as such a plan is described in Section 4064 of ERISA.

“National Flood Insurance Program” means the program created by the U.S.

Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster

Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that,

among other things, mandates the purchase of flood insurance to cover real property

improvementsandcontentslocatedinSpecialFloodHazardAreasinparticipatingcommunities

and may provide protection to property owners through a federal insurance program.

“NetProceeds”meansanyoneormoreofthefollowing:

with respect to any Asset Sales by any Tucows Group Entity, the net amount equal to the aggregate amount

received in cash in connection with such Disposition (including, without limitation, the release of any amount

from an indemnity reserve, escrow or similar fund established in connection with such Disposition, but only as

and when received), less the sum of reasonable fees, includingreasonableaccounting,advisory(including

investmentbankingfees)

and legal fees, commissions and other out-of-pocket expenses, a provision of

taxesattributabletosuchDispositionandcostsassociatedwiththerepaymentof

Funded Debt (as evidenced by supporting documentation provided to the Agent)

or the unwinding of any hedge agreements incurred or paid for by any Tucows

Group Entity in connection with such Disposition;

(d)with respect to the receipt of proceeds under any insurance policy (other than

business interruption insurance or liability policy), the net amount equal to the

aggregate amount received (or receivable) in cash by any Tucows Group Entity

inconnectionwithsuchinsuranceproceedslessaprovisionfortaxesattributable

to such insurance proceeds;

(e)with respect to the issuance of any Equity Interests by any Person or of any

capital contributions by any Person in such Person, the net amount equal to the

aggregate amount received in cash in connection with such issuance or

contribution by any Person in such Person, less the sum of reasonable fees,

including reasonable accounting, advisory (including investment banking fees)

and legal fees, commissions and other out-of-pocket expenses and costs

associated with repayment of Funded Debt (as evidenced by supporting

documentation provided to the Agent) or the unwinding of any hedge

agreements incurred or paid for by such Person in connection with the issuance

ofanysuchEquityInterestsorofanycapitalcontributionsbyanyPersoninsuch

Person; and

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(f)with respect to the incurrence of any Funded Debt by any Person, the net

amount equal to the aggregate amount received in cash in connection with such

incurrence by such Person, less the sum of reasonable fees, including

reasonable accounting, advisory (including investment banking fees) and legal

fees, commissions and other out-of-pocket expenses and costs associated with

repayment of any Funded Debt (as evidenced by supporting documentation

provided to the Agent) or the unwinding of any hedge agreements incurred or

paid for by such Person in connection with the of such Funded Debt by such

Person.

“NewCommitments”shallhavethemeaningascribedtheretoinSection2.03.

“Non-ConsentingLender”shallhavethemeaningascribedtheretoinSection14.15.

“Non-Defaulting Lender” means, at anytime, a Lender that is not a Defaulting Lender

at such time.

“NYFRB”means theFederal ReserveBank of NewYork orany successor thereto.

“Order” means any binding order, judgment, injunction, decree, award or writ of any

court, tribunal, arbitrator or Governmental Entity.

“Other Connection Taxes” means, with respect to the Agent, any Lender or anyother recipient of any

payment to be made by or on account of any obligation of any Tucows Group Entity hereunder or under any

Loan Document, Taxes imposed as a result of a present or former connection between such recipient and the

jurisdiction imposing such Tax (other than connectionsarisingfromsuchrecipienthavingexecuted,

delivered,becomeapartyto,

performed its obligations under, received payments under, received or perfected a security

interest under, engaged in any other transaction pursuant to or enforced any Loan Document,

or sold or assigned an interest in any Loan Document).

“Other Secured Agreements” means all agreements or arrangements (including

guarantees) entered into or made from time to time by any Tucows Group Entity in connection

with: (a) cash consolidation, cash management and credit card agreements and electronic fund

transfer arrangements between any Tucows Group Entity and the Agent or any Lender or any

Affiliate thereof (collectively, the “Service Lenders”), (b) daylight facility arrangements between

any Tucows Group Entity and any Service Lender, (c) bilateral letter of credit facilities provided

by one or more of the Lenders identified by the Borrowers to the Agent for purposes of this

clause (c) provided that the face amount of letters of credit outstanding thereunder does not

exceed U.S.$200,000 in the aggregate for all such bilateral credit facilities (including for

purposes thereof that certain facility letter dated March 3, 2020 between Tucows (Delaware)

Inc. and Royal Bank of Canada (formerly, HSBC Bank Canada) establishing a U.S.$100,000

letter of guarantee facility), until such time as the same are replaced by Letters of Credit issued

by the Fronting Letter of Credit Lender (d) any Eligible Hedging Agreement, and (e) other

transactions not made under this Agreement between any Tucows Group Entity and any

Service Lender if it is agreed pursuant to a written agreement signed by the Parent and the

Agent (and the Agent is acting on the instructions of all of the Lenders) that such debts,

liabilities and obligations shall be secured; and, for greater certainty, all such agreements and

arrangementsenteredintoormadebyanyTucowsGroupEntitywithorinfavourofanyPerson

at the time that such Person was an “Agent” or a “Lender” hereunder shall not cease to be an

Other Secured Agreement if such Person ceases to be an Agent or a Lender hereunder.

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“Other Secured Obligations” means, obligations owed by any Tucows Group Entity

respect of any Other Secured Agreements, excluding Excluded Swap Obligations.

“Other Taxes” means all present or future stamp or documentary taxes or any other

value-added,exciseorpropertytaxes,chargesorsimilarleviesarisingfromanypaymentmade

hereunder or under any other Loan Document or from the execution, delivery or enforcement

of, or otherwise with respect to, this Agreement or any other Loan Document, except any such

Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an

assignment pursuant to a request by the Parent under Section 10.03(2)).

“Owned Intellectual Property” means, the Intellectual Property specified as such in

Schedule 7.01(22).

“Parent” means Tucows Inc., a Pennsylvania corporation.

“Participant” has the meaning specified in Section 17.01(4).

“ParticipantRegister” hasthemeaningspecifiedinSection17.01(3).

“Patriot Act” has the meaning set out in Section 19.01(4).

“Payment Notice” has the meaning assigned to it in Section 14.12(2). “PaymentRecipient”hasthe

meaningassignedtoitin Section14.12(1). “Payment Reduction Notice” has the meaning set out in

Section 2.08

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to

Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” means at any time any “employee pension benefit plan” as

defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer

Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards

under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which

contributions are required by a Loan Party or any member of the Controlled Group or (ii) has at

any time within the preceding five (5) years been maintained or to which contributions have

beenrequiredbyaLoanPartyoranyentitywhichwasatsuchtimeamemberoftheControlled

Group.

“Periodic Term CORRA Determination Day” has the meaning given to such term in

the definition of “Term CORRA”.

“Permitted Acquisition” means an Acquisition of Equity Interests in a Person (referred

to herein as a “share purchase”), or an Acquisition of assets of a Person (referred to herein as

an “asset purchase”), in either case if all of the following criteria are satisfied (except to the

extent as may be otherwise agreed in writing by the Majority Lenders in their discretion):

(a)the Majority Lenders in their discretion shall have provided their prior written

consent to such Acquisition after conducting such due diligence they may

consider appropriate in the circumstances within a reasonable period of time

prior to the closing of such Acquisition to permit the review thereof by the Agent

and the Lenders; provided however that the prior written consent of the Majority

Lenders shall not be required in connection with an Acquisition (hereinafter

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referred to as a “small Acquisition”) if (i) all other criteria listed in this definition

are satisfied in respect of such Acquisition; (ii) the purchase price for such

Acquisition plus the amount of any Funded Debt assumed in connection

therewith does not exceed $25,000,000 for each individual Acquisition; and (iii)

the aggregate purchase price for such Acquisition and all other small

AcquisitionspreviouslycompletedinthesameFinancialYearplustheamountof

all Funded Debt assumed in connectiontherewith does not exceed $50,000,000

in each Financial Year;

(b)such Person is engaged in a business similar to one or more of the businesses

conducted by the Borrowers as at the date of this Agreement;

(c)theAcquisitiondoesnotinvolveahostileorunsolicitedtake-over;

(d)the Acquisition shall be accretive to Adjusted EBITDA on a twelve-month pro

forma prospective basis, after giving effect to (i) normalization adjustments and

(ii) pro forma synergies reasonably expected to result from such Acquisition, in

each case as may be advised by Parent and approved by the Majority Lenders;

(e)in the case of a share purchase, immediately thereafter such Person will be a

Wholly-Owned Subsidiary of the Parent;

in the case of a share purchase (i) upon the completion of such Acquisition all Funded Debt (except Funded

Debt which will constitute Permitted Funded Debt hereunder)ofsuchPersonshallberepaidandthe

holdersofallLiens(except

Liens which will constitute Permitted Liens hereunder) affecting the assets of

such Person shall provide an undertaking to release and discharge such Liens

within thirty (30) days thereafter; and (ii) within thirty days following the

completion of such Acquisition all Liens (except Liens which will constitute

Permitted Liens hereunder) affecting the assets of such Person shall be released

and discharged and such Person shall provide a Guarantee and Security as may

be required pursuant to the terms hereof to be provided by a Subsidiary of the

Parent hereunder (including registrations, searches, legal opinions and ancillary

documentation);

(f)in the case of an asset purchase, (i) upon the completion of such Acquisition all

Funded Debt (except Funded Debt which will constitute Permitted Funded Debt

hereunder) secured by the acquired assets shall be repaid and the holders of all

Liens (except Liens which will constitute Permitted Liens hereunder) affecting

such assets shall provide an undertaking to release and discharge such Liens

within thirty (30) days thereafter; and (ii) within thirty (30) days following the

completion of such Acquisition all Liens (except Liens which will constitute

Permitted Liens hereunder) affecting such assets shall be released and

discharged and all Security required herein to be provided to the Agent in

respect of such assets (including registrations, searches, legal opinions and

ancillary documentation) shall be provided;

(g)the Acquisition does not involve the assumption of any material Environmental

Liabilities, and all representations and warranties contained herein with respect

to environmental matters shall be true and correct both immediately before and

immediately after such Acquisition;

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(h)the Loan Parties are in compliance with all applicable covenants and

representationsandwarrantiesinallmaterialrespectsunderthisAgreementand

the other Loan Documents and will remain in compliance after giving effect to

such Acquisition; and no Default or Event of Default shall have occurred and be

continuing or would result from the completion of such Acquisition; and

(i)if any Tucows Group Entity proposes to incur Subordinated Debt to finance all or

any portion of such Acquisition, the terms and conditions of such Subordinated

DebtshallbesatisfactorytotheMajorityLenders,andtheholder(s)ofsuch

SubordinatedDebtshallenterintoasubordinationandpostponementagreement

with the Agent containing terms and conditions contemplated in the definition of

“Subordinated Debt” herein;

and provided further that if any such transaction would constitute both a Capital Expenditure

and a Permitted Acquisition, it shall be deemed to constitute a Permitted Acquisition and not a

Capital Expenditure.

“Permitted Funded Debt” means, without duplication: (i) the Accommodations Outstanding; (ii)

indebtedness of any Tucows Group Entity to any one or more other Tucows Group Entity; (iii) Subordinated

Debt; (iv) Funded Debt of anyTucows Group Entity secured by Permitted Liens; (v) the Verizon Liability and

other similar liabilities to other carriersin an aggregate amount not to exceed $7,500,000 at any time;prior to

renegotiation, termination orsale of the Verizon Agreement,(vi) obligations under any guarantees which are

considered to constituteFundedDebt,butonly totheextentsuchguaranteesarepermittedpursuanttothis

Agreement; (including, but not limited to, the Existing Parent Guarantees so long as same

remains unsecured at all times);(vii) Capitalized Lease Obligations in an aggregate amount not

to exceed $15,000,000 at anytime; (viii) daylight loans incurred byanyTucows Group Entity to

any Lender for bona fide tax planning or cash management purposes; (ix) indebtedness of any

Person that becomes a subsidiary after the Closing Date; provided that (A) such indebtedness

exists at the time such person becomes a subsidiary and is not created in contemplation of, or

in connection with, such Person becoming a subsidiaryand (B) the aggregate principal amount

of indebtedness permitted bythis part (ix) shallnot exceed $5,000,000 at anytimeoutstanding;

(x) cash consolidation, cash management and credit card agreements and electronic fund

transfer arrangements outside of North America entered into by any Tucows Group Entity with

banks and financial institutions other than the Lenders and their respective Affiliates in an

amountnottoexceed$1,000,000;and(xi)otherindebtednessinanamountnottoexceed

$2,500,000atanytime.

“Permitted Liens”means:

(a)StatutoryLiensinrespectofanyamountwhichisnotatthetimeoverdue;

(b)Statutory Liens in respect of any amount which may be overdue but the validity

of which is being contested in good faith and in respect of which reserves have

been established in accordance with GAAP;

(c)Liens or rights of distress reserved in or exercisable under anylease for rent not

at the time overdue or for compliance with the terms of such lease not at the

time in default; and security deposits given under leases not in excess of six (6)

months’ rent;

(d)any obligations or duties affecting any real property due to any public utility or to

any municipality or government, or to any statutory or public authority, with

respect to any franchise, grant, licence or permit in good standing and any

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defects in title to structures or other facilities arising solely from the fact that such

structures or facilities are constructed or installed on real property under

government permits, leases or other grants in good standing; which obligations,

duties and defects in the aggregate do not materially impair the use of such

property, structures or facilities for the purpose for which they are held;

(e)Liens incurred or deposits of cash made or pledged to secure obligations under

workers’ compensation legislation or similar legislation, or in connection with

contracts, bids, tenders or expropriation proceedings, surety or appeal bonds,

costs of litigation when required by law, public and statutory obligations, and

warehousemen’s, storers’, repairers’, carriers’ and other similar Liens and

deposits;

(f)security given to a public utility or any municipality or government or to any

statutory or public authority to secure obligations incurred to such utility,

municipality, government or other authority in the ordinary course of business

and not at the time overdue;

Liens and privileges arising out of judgments or awards in respect of which: an appealorproceedingfor

reviewhasbeencommenced;astayofexecution

pending suchappealor proceedings forreviewhasbeenobtained; andreserves

have been established in accordance with GAAP;

(g)any Lien arising in connection with the construction or improvement of any real

property or arising out of the furnishing of materials or supplies therefor,

provided that such Lien secures moneys not at the time overdue (or if overdue,

the validity of which is being contested in good faith and in respect of which and

reserveshavebeenestablishedasreasonablyrequiredbytheMajorityLenders),

notice of such Lien has not been given to the Agent or any Lender and such Lien

has not been registered against title to such real property;

(h)Minor Title Defects;

(i)PermittedPurchase-MoneyObligations;

(j)Liens securing Capital Lease Obligations permitted hereunder provided such

Liens attach only to the assets (and proceeds therefrom) that are the subject

matter of such Capital Lease Obligations;

(k)theSecurity;

(l)LienssecuringSubordinatedDebt;and

(m)any other Liens on property not otherwise permitted by this definition so long as

neither (i) the aggregate principal amount of the indebtedness and other

obligations secured thereby nor (ii) the aggregate fair market value (determined

asofthedatesuchLienisincurred)oftheassetssubjecttheretoexceeds

$5,000,000atanytimeoutstanding;

provided that the use of the term “Permitted Liens” to describe the foregoing Liens shall mean

that such Liens are permitted to exist (whether in priority to or subsequent in priority to the

Security, as determined by Applicable Law); and for greater certainty such Liens shall not be

-34-

entitledtopriorityovertheSecuritybyvirtueofbeingdescribedinthisAgreementas“Permitted

Liens”.

“Permitted Purchase-Money Obligations” means Purchase Money Obligations

incurred or assumed in compliance with the provisions of this Agreement (for greater certainty,

including the restrictions relating to Capital Expenditures contained in Section 8.02) in

connection with the purchase, leasing or acquisition of capital equipment in the ordinarycourse

of business, provided that the aggregate amount of the Tucows Group liability thereunder is not

at any time greater than $1,000,000.

“Permitted Replacement” means the replacement of those directors who (a) have

died, (b) have been found to be of unsound mind, or (c) resigned not as a result of any

disagreement with any Tucows Group Entity on anymatter relating to its operations, policies or

practices.

“Person” means a natural person, partnership, corporation, company, joint stock company,trust,

unincorporatedassociation,jointventureorotherentityorGovernmentalEntity, and pronouns that have a

similarly extended meaning.

“Plan(s)” means any employee benefit plan within the meaning of Section 3(3) of

ERISA, (including a Pension Benefit Plan and a Multiemployer Plan, as defined herein)

maintained for employees of anyof theLoanParties or anymember of theControlled Group or

any such Plan to which any Loan Party or any member of the Controlled Group is required to

contribute on behalf of any of its employees, but excluding any Canadian Pension Plan.

“PledgeandSecurityAgreement”hasthemeaningspecifiedinSection5.01(ii).

“PPSA” means the Personal Property Security Act (Ontario) as from time to time in

effect; provided, that if attachment, perfection or priority of the Agent’s security interests are

governed by the personal property security laws of anyjurisdiction other thanOntario, “PPSA”

shall mean those personal property security laws in such other jurisdiction or, in the case of

Quebec, other applicable law governing security interest in personal property.

“Prime Rate” means the per annum rate of interest established from time to time by the

Agent as the reference rate of interest in effect at its principal office in Toronto for the

determination of interest rates that the Agent will charge for commercial loans in U.S. Dollars

madein(i)CanadainrespectoftheCanadianBorrower;and(ii)intheUnitedStates,inrespect

of the U.S. Borrowers. The Prime Rate is a reference rate and does not necessarily represent

the lowest or best rate actually charged to any customer. Each change in the Prime Rate shall

be effective from and including the date such change is publicly announced or quoted as being

effective.

“PublicLender”hasthemeaningspecifiedinSection22.01(4).

“Purchase Money Obligation” means, in respect of any Person, any Lien charging

property acquired by such Person, which is granted or assumed by such Person, reserved by

the transferor or which arises by operation of Law in favour of the transferor concurrently with

and for the purpose of the acquisition of such property, in each case where: (i) the principal

amount secured by such security interest is not in excess of the cost to such Person of the

property acquired and costs associated with such acquisition; and (ii) such security interest

extends only to the property acquired and the proceeds therefrom.

“RBSL”meansRefinitivBenchmarkServices(UK)Limitedoranysuccessorthereto.

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“Register”hasthemeaningspecifiedinSection17.01(3).

“Related Party” means, with respect to any Person, such Person’s Affiliates and the

directors, officers, employees and agents of such Person and such Person’s Affiliates.

“Release” means, releasing, spilling, leaking, pumping, pouring, emitting, emptying,

discharging, injecting, migrating, escaping, leaching, disposing, dumping, depositing, spraying,

burying, abandoning, incinerating, seeping or placing, or any similar action defined in any

Environmental Law.

“Relevant Governmental Body” with respect to a Benchmark Replacement in respect

of Accommodations denominated in U.S. Dollars means the NYFRB or a committee officially

endorsed or convened by the NYFRB, or any successor thereto.

“ReplacementLender”hasthemeaningspecifiedinSection2.16.

“Reportable Compliance Event” means that any Covered Entity becomes a

Sanctioned Person, or is charged by indictment, criminal complaint or similar charging

instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any

predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the

effect that it is reasonably likely that any aspect of its operations is in actual or probable

violation of any Anti-Terrorism Law.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Rolling Period” means each Financial Quarter taken together with the three (3)

immediately preceding Financial Quarters.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill

Companies, Inc.

“Sale-Leaseback Transaction” means, with respect to any Person, any direct or

indirect arrangement entered into after the Closing Date pursuant to which such Person (or one

or more of its Affiliates) transfers or causes the transfer of any Assets to another Person and

leases such Assets back from such Person.

“Sanctioned Country” means a country subject to a sanctions program maintained

under any Anti-Terrorism Law.

“SanctionedPerson”meansanyindividualperson,group,regime,entityorthinglisted

or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person,

group, regime, entity or thing, or subject to any limitations or prohibitions (including but not

limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law,

including any Canadian Sanctioned Person.

“SEC” means the U.S. Securities and Exchange Commission, or any Governmental

Entity succeeding to any of its principal functions.

“SecuredObligations”hasthemeaningspecifiedin Section 5.04.

“SecuredParties” means,collectively,theAgent,theLenders,theHedgeLendersand

the Service Lenders, and individually any one of them.

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“Security”hasthemeaningspecifiedinSection5.01.

“Service Lenders” has the meaning specified in the definition of “Other Secured

Agreements”.

“Share Repurchases” means purchases by the Parent of its issued and outstanding

Equity Interests.

“SOFR” means a rate equal to the secured overnight financing rate as administered by

the SOFR Administrator.

“SOFRAdministrator”meanstheNYFRB(orasuccessoradministratorofthesecured overnight financing

rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at http://

www.newyorkfed.org, or any successor source for the secured overnight financing rate

identified as such by the SOFR Administrator from time to time.

“SOFRDetermination Day” has the meaning set forthin thedefinition of “DailySimple

SOFR”.

“SOFR Loan” means an Advance bearing interest based on (i) Adjusted Daily Simple

SOFR, or (ii) Adjusted Term SOFR, other than pursuant to clause (iii) of the definition of “Base

Rate (Canada)” or “Base Rate (United States)”, as applicable.

“SOFRRateDay” hasthemeaningsetforthinthedefinitionof“DailySimpleSOFR”.

“Solvent” means, with respect to any Person on any date of determination, that on

such date (a) the fair value of the property (for the avoidance of doubt, calculated to include

goodwill and other intangibles) of such Person is greater than the total amount of liabilities,

including contingent liabilities, of such Person, and (b) such Person isable topayitsdebts and

liabilities as they mature. The amount of contingent liabilities at any time shall be computed as

the amount that, in the light of all the facts and circumstances existing at such time, represents

the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA has designated as an area

subject to special flood hazards, the current standard for which is at least a one percent (1%)

chance of a flood equal to or exceeding thebase floodelevation (a100year flood) inanygiven

year, as per the applicable flood maps.

“StandbyFee”hasthemeaningascribedtheretoin Section2.13.

“Standby Fee Rate” means the interest rate per annum shown in the column titled

“Standby Fee Rate” in the pricing grid set forth in the definition of Applicable Margin.

“Statutory Lien” means a Lien in respect of any property or assets of any Tucows

GroupEntitycreatedbyorarisingpursuanttoanyapplicablelegislationinfavourofanyPerson

(such as but not limited to a Governmental Entity), including, without limitation, a Lien for the

purpose of securing such Person’s obligation to deduct and remit employee source deductions

and goods and services tax pursuant to the Income Tax Act (Canada), the Excise Tax Act

(Canada), the Canada Pension Plan (Canada), the Employment Insurance Act (Canada) and

any legislation in any jurisdiction similar to or enacted in replacement of the foregoing from time

to time.

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“Subordinated Debt” means indebtedness of any Tucows Group Entity to any Person which the Majority

Lenders in their sole discretion have consented to in writing and in respect of which the holder thereof has

entered into a subordination and postponement agreement in favour of the Agent in form and substance

satisfactory to the Majority Lenders and registered in all places where necessary or desirable to protect the

priority of the Security, which shallprovide (among other things) that: (i) the maturity date of such

indebtedness is later than the Maturity Date; (ii) the holder of such indebtedness may not receive any

payments on account of principal or interest thereon (except to the extent, if any, expressly permitted therein);

(iii) any security held in respect of such indebtedness is subordinated to the Security; (iv) the holder of such

indebtednessmaynottakeanyenforcementactioninrespectofanysuchsecurity(except totheextent,if

any,otherwiseexpressly providedtherein)withoutthepriorwritten consent of

the Agent; and (v) any enforcement action taken by the holder of such indebtedness will not

interfere with the enforcement action (if any) being taken by the Agent in respect of the

Security.

“Subsidiary” or “subsidiary” means, in respect of any Person, (i) any corporation or

company of which at least a majority of the outstanding securities having by the terms thereof

ordinary voting power to elect a majority of the board of directors of such corporation or

company is at the time directly, indirectly or beneficially owned or controlled by the Person, or

one or more of its subsidiaries, or the Person and one or more of its subsidiaries; (ii) any

partnership of which, at the time, the Person, or one or more of its subsidiaries, or the Person

and one or more of its subsidiaries directly, indirectly or beneficially own or control at least a

majority of the voting interests (however designated) thereof, or otherwise control such

partnership; and (iii) any other Person of which at least a majority of the voting interests

(however designated) are at the time directly, indirectly or beneficially owned or controlled by

the Person, or one or more of its subsidiaries, or the Person and one or more of its subsidiaries.

“Swap Obligation” means any obligation to pay or perform under any agreement,

contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the

Commodity Exchange Act(United States).

“Swingline Advance” means aCanadianPrimeRateAdvance, aBaseRate(Canada)

Advance or a Base Rate (United States) Advance, as applicable, made to a Borrower, in each

case by the Swingline Lender pursuant to ARTICLE 3; provided that, for the purposes of

determining the applicable Canadian Prime Rate, Base Rate (Canada) or a Base Rate (United

States) applicable to such Advance, the definitions thereof shall be read with reference to the

“Swingline Lender” instead of the “Agent”.

“Swingline Commitment” means $10,000,000 in the aggregate and for greater

certainty, the Swingline Commitment forms part of the Commitment. The Swingline

Commitment of each Swingline Lender shall be in an amount as agreed by such Swingline

Lender, the Agent and the Borrowers from time to time, and SCHEDULE 8 hereto shall be

automatically amended to reflect such Swingline Commitment amount upon such agreement;

provided that the Swingline Commitment may be reallocated no more than two (2) times in any

Financial Quarter, unless otherwise agreed by the Agent. For the avoidance of doubt, the

Swingline Commitments of all Swingline Lenders shall not exceed $10,000,000 in the

aggregate.

“Swingline Lender” means BMO, and any other Lender that may be agreed between

such Lender, the Agent and the Borrowers from time to time. Each reference to “the Swingline

Lender”hereinshallbedeemedtoreferto“eachSwinglineLender”or“theapplicableSwingline

Lender, as the case may be”, as applicable.

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“Tax” and “Taxes” means all taxes, charges, fees, levies, imposts and other assessments, including all

income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative,

net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property

taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of atax,

including Canada Pension Plan and provincial pension plan contributions, employment insurance payments

and workers’ compensation premiums, together with any instalments with respect thereto, and any

interest,finesandpenaltieswithrespectthereto,imposedbyanytaxingauthority(including

federal, state, provincial, municipal and foreign taxing authority).

“Term CORRA Administrator” means Candeal Benchmark Administration Services

Inc., TSX Inc., or any successor administrator.

“Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the

Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the

day(suchday,the“PeriodicTermCORRADeterminationDay”)thatistwo(2)BusinessDays

prior to the first day of such Interest Period, as such rate is published by the Term CORRA

Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term

CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not

been published by the Term CORRA Administrator and a Canadian Benchmark Replacement

Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will

be the Term CORRA Reference Rate for such tenor as published by the Term CORRA

Administrator on the first preceding Business Day for which such Term CORRA Reference

Rate for such tenor was published by the Term CORRA Administrator so long as such first

preceding Business Day is not more than three (3) Business Days prior to such Periodic Term

CORRA Determination Day.

“Term CORRA Loan” means an Advance made pursuant to this Agreement that bears

interest at a rate based on Adjusted Term CORRA.

“Term CORRA Reference Rate” means the forward-looking term rate based on

CORRA.

“Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the

day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government

Securities Business Days prior to (a) in the case of SOFR Loans, the first day of such

applicable Interest Period, or (b) with respect to Base Rate (Canada) or Base Rate (United

States), as applicable, such day of determination of the Base Rate (Canada) or Base Rate

(United States), as applicable, in each case as such rate is published by the Term SOFR

Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term

SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator and a Benchmark Replacement Date with

respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference

Rate for such tenor was published by the Term SOFR Administrator so long as such first

preceding U.S. Government Securities Business Day is not more than three (3) U.S.

Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent

in its reasonable discretion).

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“Term SOFR Reference Rate” means the per annum forward-looking term rate based

on SOFR.

“TerminatedLender”shallhavethemeaningascribedtheretoinSection14.15.

“ThirdAmendmentEffectiveDate”meansJuly27,2026.

“Ting Fiber Investment” means the Investment to be made by Tucows Inc. into Ting

Fiber Group Entities in the amount of up to USD[***] including intercompany debt owing from

Ting Fiber Group Entities to Tucows Inc., provided that, up to USD$[***] of such Investment

may be paid directly by Tucows Inc. to Generate TF Holdings, LLC.

“Ting Fiber Group” means, collectively, each of the following entities: Tucows Fiber,

Inc., a Delaware corporation, Ting Fiber, LLC, a Delaware limited liability company, Ting

TelecomCaliforniaLLC,aDelawarelimitedliabilitycompany,NavigatorNetworkServices,LLC,

a Virginia limited liability company, Ting Holdco LLC, a Delaware limited liability company, Blue

Ridge Websoft, LLC, a Virginia limited liability company, Ting Issuer LLC, a Delaware limited

liability company, Simply Bits, LLC, a Delaware limited liability company, Ting Virginia, LLC, a

Delaware limited liability company, Ting Internet LLC, a Delaware limited liability company,

Cedar Holdings Group, LLC, a Delaware limited liability company, Fiber Roads, LLC, a

Delaware limited liability company, Zippytech, LLC, a Delaware limited liability company, and

Zippytech of New Mexico LLC, a Delaware limited liability company, and Ting Network Cabling

LLC, a California LLC andeach a “Ting Fiber Group Entity”.

“Ting Fiber Group Sale” means the sale of (i) certain issued and outstanding shares of

certain Ting Fiber Group Entities held bycertain Loan Parties and Tucows Group Entities or (ii)

all or substantiallyall of the assets of certain Ting Fiber Group Entities, in either case, pursuant

to the Ting Fiber Group Sale Purchase Documents.

“Ting Fiber Group Sale Purchase Documents” meansthose certain agreements of

purchase and sale provided to the Agent upon completion of the Ting Fiber Group Sale.

“Total Funded Debt” means, any time, the Funded Debt ofthe Tucows Group on a

Consolidated Basis, specifically including for greater certainty the Accommodations

Outstanding, Subordinated Debt, the Verizon Liabilityand other similar liabilities to other

carriers at such time.

“Total Funded Debt to Adjusted EBITDA Ratio” means, at any time, the ratio of (i)

Total Funded Debt at such time less cash or Cash Equivalents of the Tucows Group in an

aggregate amount of not more than $7,500,000 on deposit with the Agent or one or more of the

Lenders in respect of which the Agent (for the benefit of itself and the other Secured Parties)

has a first priority Lien; to (ii) Adjusted EBITDA for the relevant Rolling Period in respect of

which the Parent has delivered a Compliance Certificate hereunder.

“Tucows Group” means, collectively, the Borrowers, the Guarantors and each of the

following entities: Infonautics Corporation, a Pennsylvania corporation, Tucows Domains Inc.,

an Ontario corporation, eNom Canada Corp., a Nova Scotia corporation, Whois Privacy

Protection Services, Inc., a Nevada corporation, Secure Business Services, Inc., a Nevada

corporation, Contact Privacy Inc., an Ontario corporation, Tucows (Australia) Pty Limited, an

Australian private company, Tucows (UK) Limited, a United Kingdom private limited company,

and EPAG Domainservices Gmbh, a Germany private limited company, and each a “Tucows

Group Entity”.

“Type” has themeaning specified inthedefinitionof “Accommodation” or

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“Advance”,asthecasemaybe,herein.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the

applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial

Code as in effect from time to time in the State of New York.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined

under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct

Authority, which includes certain credit institutions and investment firms, and certain affiliates of

such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark

Replacement excluding the related Benchmark Replacement Adjustment.

“Unadjusted Canadian Benchmark Replacement” means the applicable Canadian

BenchmarkReplacementexcludingtherelatedCanadianBenchmarkReplacementAdjustment.

“U.S. Borrowers” means, Tucows (Delaware) Inc., a Delaware corporation, Wavelo,

Inc., a Delaware corporation, Ting Inc., a Delaware corporation, Tucows (Emerald), LLC, a

Delaware limited liability company, the Parent, and individually any one of them a “U.S.

Borrower”, and in each case, their successors and permitted assigns.

“U.S. Dollars” and “U.S.$” and “$” means lawful money of the United States of

America.

“U.S. Government Securities Business Day” means any day except for (i) a

Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets

Association recommends that the fixed income departments of its members be closed for the

entire day for purposes of trading in United States government securities.

“Verizon Agreement” means the Wholesale Agreement between Ting Inc. and Cellco

Partnership d/b/a Verizon Wireless dated July 2, 2019, (as amended, restated, supplemented

or replaced).

“Verizon Liability” means, at any time, the actual amount expensed by Ting Inc. and/or

the other Loan Parties at such time to Cellco Partnership d/b/a Verizon Wireless pursuant to the

Verizon Agreement (for greater certainty, after deduction of the cumulative amount spent by Ting

Inc. and/or the other Loan Parties on network services thereunder) as determined in accordance

with the Verizon Agreement.

“Wavelo Stock Option Plan” means the “2022 Equity Compensation Plan” of Wavelo,

Inc. effective September 23, 2022, a full, true complete copy of which has been provided to the

Agent and the Lenders.

“Welfare Plan”means a “welfare plan” as defined in Section 3(1) of ERISA.

“Wholly-Owned Subsidiary” means, in respect of any Person, at any time, any Subsidiary, 100% of all of

the equity interests (except directors’ qualifying shares) and voting interestsofwhichissuedand

outstandingsharesofthecapitalstockof,orinthecaseofa

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partnershiporanyotherlegalentity,wherealloftheoutstandingpartnershiporotherownership

interests, are owned by the Person or one or more of the Person and the Person’s other

Wholly-Owned Subsidiaries at such time.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA

Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority

from time to time under the Bail-In Legislation for the applicable EEA Member Country, which

write-downandconversionpowersaredescribedintheEUBail-InLegislationSchedule,and

(b)withrespecttotheUnitedKingdom,anypowersoftheapplicableResolutionAuthorityunder

the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK

Financial Institution or any contract or instrument under which that liability arises, to convert all

or part of that liability into shares, securities or obligations of that person or any other person, to

provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02GenderandNumber.

Any reference in the Loan Documents to gender includes all genders, and words

importing the singular number only include the plural and vice versa.

Section 1.03InterpretationnotAffectedbyHeadings,etc.

The provisions of a table of contents, the division of this Agreement into Articles and

Sections and the insertion of headings are for convenience of reference only and shall not

affect the interpretation of this Agreement.

Section 1.04Currency.

All references in this Agreement and the Loan Documents to dollars or $, unless

otherwise specifically indicated, are expressed in United States Dollars.

Section 1.05CertainPhrases,etc.

In any Loan Document (i) (A) the words “including” and “includes” mean “including (or

includes) without limitation” and (B) the phrase “the aggregate of”, “the total of”, “the sum of”, or

a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”,

and (ii) in the computation of periods of time from a specified date to a later specified date,

unless otherwise expressly stated, the word “from” means “from and including” and the words

“to” and “until” each mean “to (or until) but excluding”.

Section 1.06Timeofthe Essence.

Timeis of theessence of thisAgreement.

Section 1.07AccountingTerms.

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP.

If anyaccounting changes occur and such changes result in a material change in the calculation of the

financial covenants, standards or terms used in this Agreement or any other Loan Document (other than

Eligible Hedging Agreements or Other Secured Agreements),thentheParent,theAgentandtheLenders

agreetoenterintonegotiationsin

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order to amend such provisions of this Agreement or such Loan Document, as applicable, so as

to equitably reflect such accounting changes with the desired result that the criteria for

evaluating the Parent’s financial condition shall be the same after such accounting changes as

if such accounting changes had not been made; provided, however, that the agreement of the

Majority Lenders to any required amendments of such provisions shall be sufficient to bind all

Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then

after appropriate amendments have been executed and the underlying accounting change with

respect thereto has been implemented, any reference to GAAP contained in this Agreement or

in any other Loan Document (other than Eligible Hedging Agreements or Other Secured

Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently

applied after giving effect to the implementation of such accounting change. If the Parent and

the Majority Lenders cannot agree upon the required amendments within thirty (30) days

following the date of implementation of any accounting change, then all calculations of financial

covenants and other standards and terms in this Agreement and the other Loan Documents

shall continue to be prepared, delivered and made without regard to the underlying accounting

change. In such case, the Parent shall, in connection with the delivery of any financial

statements under this Agreement, provide a management prepared reconciliation of the

financial covenants to such financial statements in light of such accounting changes. To the

extent that the Parent shall deliver any financial statements hereunder which contain amounts

in any currency other than Canadian Dollars in respect of any period, for the purposes of

determining compliance with the standards and terms in this Agreement and the other Loan

Documents which are denominated in Canadian Dollars figures, such amounts will be

converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate

(or other rate determined by the Agent if such spot rate is not available) for the applicable

period, unless expressly stated otherwise. In addition, all obligations of the Loan Parties and

their Subsidiaries that are or would have been treated as operating leases for purposes of IFRS

prior to the effectiveness of FASB ASC 842 may continue to be accounted for as operating

leases for purposes of all financial definitions and calculations for purpose of this Agreement

(whether or not such operating lease obligations were in effect on such date) notwithstanding

the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective

or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial

statements.

Section 1.08Non-BusinessDays.

Except as otherwise specified herein, in any Loan Document, whenever any payment,

report, notice or other deliverable is stated to be due on a day which is not a Business Day,

such payment, report, notice or other deliverable shall be deemed to be due on the next

succeeding Business Day (for greater certainty, it being understood that anyapplicable interest

and Fees shall accrue in respect of such succeeding Business Day and shall be added to the

next payment of interest and Fees required to be made hereunder).

Section 1.09Incorporation of Schedules.

The schedules attached to this Agreement shall, for all purposes of this Agreement,

form an integral part of it.

Section 1.10ReferencetoAgentorLenders.

Any reference in anyLoan Document to the Agent or a Lender shall be construed so as

to include its permitted successors, transferees or assigns hereunder in such capacity, in

accordance with their respective interests.

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Section 1.11ReferencestoTimeofDay.

Except as otherwise specified herein, a time of dayshall be construed as a reference to

Toronto, Canada time.

Section 1.12ReferencestoApplicableLaws.

Exceptasotherwiseprovidedherein,anyreferenceinanyLoanDocumenttoLawsshall

be construed to be a reference to such Laws as the same may have been, or may from time to

time be, enacted, promulgated, amended, reformed or otherwise modified or re-enacted from

time to time.

Section 1.13ReferencestoAgreements.

Except as otherwise provided herein, any reference in any Loan Document to this

Agreement, any other Loan Document or anyother agreement or document shall be construed

to be a reference to this Agreement, such Loan Document or such other agreement or

document, as the case may be, as the same may have been, or may from time to time be,

amended, varied, restated, supplemented or otherwise modified in accordance with the terms

herein or therein (if applicable).

Section 1.14Rateable Portion of Accommodations.

References in this Agreement to a Lender’s rateable portion or pro rata share of

Commitments or Accommodations or rateable share of payments of principal, interest, Fees or

any other amount, shall mean and refer to a rateable portion or share as nearly as may be

rateable in the circumstances, as determined in good faith by the Agent. Each such

determination by the Agent shall be prima facie evidence of such rateable share.

Section 1.15Quebec Matters.

(1)For purposes of any assets, liabilities or entities located in the Province of Québec

and for all other purposes pursuant to which the interpretation or construction of this Agreement

may be subject to the laws of the Province of Québec or a court or tribunal exercising

jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”,

(b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property”

shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”,

(e) “security interest”, “mortgage”, “charge” and “lien” shall include a “hypothec”, “right of retention”, “prior

claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or

recording under the Uniform Commercial Code or a Personal Property Security Act shall include publication

under the Civil Code of Québec, (g) all references to “bailor” and “bailee” shall include references to

“depositor” and “depositary”, (h) all references to “perfection” of or “perfected” liens or security interest shall

include a reference to an“opposable” or “set up” lien or security interest as against third parties, (i) any “right

of offset”, “right of set-off” or similar expression shall include a “right of compensation”, (j) “goods” shall

include “corporeal movable property” other than chattel paper, documents of title, instruments, money and

securities, (k) an “agent” shall include a “mandatary”, (l) construction liens or similar

liens shall include “legal hypothecs”; (m) “joint and several” shall include “solidary”; (n) “gross

negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”; (o)

“beneficial ownership” shall include “ownership on behalf of another as mandatary”; (p)

“easement” shall include “servitude”; (q) “priority” shall include “prior claim”; (r) “survey” shall

include “certificate of location and plan”; (s) “state” shall include “province”; (t) “accounts” shall

include “claims”. The parties hereto confirm that it is their wish that this Agreement and any

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other document executed in connection with the transactions contemplated herein bedrawn up

in the English language only and that all other documents contemplated thereunder or relating

thereto, including notices, may also be drawn up in the English language only. Les parties aux

présentes confirment que c’est leur volonté que cette convention et les autres documents de

crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous

avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue

anglaise seulement.

(2)For the purposes of the grant of security under the laws of the Province of Québec

which may now or in the future be required to be provided by any of the Loan Parties, the Agent

is hereby irrevocably authorized and appointed to act as the hypothecary representative (within

the meaning of Article 2692 of the Civil Code of Québec) for all Lenders in order to hold each

hypothec granted under the laws of the Province of Quebec pursuant to any deed of hypothec

as security for the Secured Obligations and to exercise such rights and duties as are conferred

upon the hypothecary representative under each such deed of hypothec and applicable laws

(with the power to delegate any such rights or duties). The execution prior to the date hereof by

the Agent of any deed of hypothec contemplated above, is hereby ratified and confirmed. For

greater certainty, the Agent, acting in its capacity as hypothecary representative, shall have the

same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in

favour of the Agent herein, which shall apply mutatis mutandis. In the event of the resignation

and appointment of a successor Agent, such successor Agent shall also act as the successor

hypothecary representative for all Lenders without any further action or formality being required

toeffectsuchappointment.Notwithstanding Section19.01,thisprovisionshallbegovernedand

construed in accordance with the laws of the Province of Québec.

Section 1.16Permitted Liens.

Any reference in any of the Loan Documents to a Permitted Lien is not intended to

subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any

agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any

Permitted Lien.

Section 1.17Interest Rates

The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the

continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate

(Canada), Base Rate (United States), Term SOFR Reference Rate, Daily Simple SOFR, Term SOFR, SOFR,

Adjusted Term SOFR, Adjusted Daily Simple SOFR, CORRA, Daily Compounded CORRA, or Term CORRA,

or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor

orreplacement rate thereto (including any Benchmark Replacement or Canadian Benchmark Replacement),

including whether the composition or characteristics of any such alternative, successor or replacement rate

(including any Benchmark Replacement or Canadian Benchmark Replacement) will be similar to, or produce

the same value or economic equivalenceof,orhavethesamevolumeorliquidityastheBaseRate

(Canada),BaseRate

(UnitedStates),TermSOFRReferenceRate,DailySimpleSOFR,TermSOFR,SOFR,

Adjusted Term SOFR, Adjusted Daily Simple SOFR, CORRA, Daily Compounded CORRA, or

TermCORRAorany otherBenchmarkpriortoitsdiscontinuanceorunavailability,or(b) the

effect,implementationorcompositionofanyConformingChangesorCanadianBenchmark

Replacement ConformingChanges. The Agent and its Affiliates or other related entities may

engage in transactions that affect the calculation of the Base Rate (Canada), Base Rate (United

States), Term SOFR Reference Rate, Daily Simple SOFR, Term SOFR, SOFR, Adjusted Term

SOFR,AdjustedDailySimpleSOFR, CORRA, Daily Compounded CORRA, or Term CORRA or

anyalternative,successororreplacementrate(includinganyBenchmarkReplacementor

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CanadianBenchmarkReplacement)oranyrelevantadjustmentsthereto,ineachcase,ina

manner adverse to the Borrower. The Agent may select information sources or services in its

reasonable discretion to ascertain the Base Rate (Canada), Base Rate (United States), Term

SOFRReferenceRate,DailySimpleSOFR,TermSOFR,SOFR,AdjustedTermSOFR,

Adjusted Daily Simple SOFR, CORRA, Daily Compounded CORRA, or Term CORRA or any

otherBenchmarkorCanadianBenchmark,ineachcasepursuanttothetermsofthis

Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity

fordamagesofanykind,includingdirectorindirect,special,punitive,incidentalor

consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and

whether at law or in equity), for any error or calculation of any such rate (or component thereof)

provided by any such information source or service.

Section 1.18JointandSeveralObligations.

(1)Allobligationshereunder which arestatedtobeobligationsof anyBorrower tothe

Lenders shall, to the extent permitted by Applicable Law, be joint and severalobligations of the

Borrowers. The obligation of any Borrower with respect to its joint and several liability for the

credit extended to any other Borrower shall not be wholly or partially satisfied by such first

mentioned Borrower repaying the credit extended to such first mentioned Borrower hereunder.

The Lenders shall not be bound to exhaust their recourse against any of the Borrowers or any

security or guarantees they may at any time hold before being entitled to payment from any

other Borrower and each Borrower renounces all benefits of discussion and division.

(2)In addition to all such rights of indemnity and subrogation as the Borrowers may

have under Applicable Law, in the event a payment shall be made by a Borrower (the

“Claiming Borrower”) in respect of credit extended to the other Borrower (the “Borrowing

Borrower”) as a result of the Claiming Borrower’s joint and several liability hereunder, the

Borrowing Borrower shall indemnify the Claiming Borrower for the full amount of suchpayment

and, subject to clause (c) below, the Claiming Borrower shall be subrogated to the rights of the

person to whom such payment shall have been made to the extent of such payment.

None of the Borrowers shall exercise any rights which it may acquire by way of indemnity, subrogation or

contribution by reason of its joint and several liability hereunder, by any payment made hereunder or

otherwise, until the prior repayment in full of all outstanding credit hereunder. Any amount paid to a Borrower

on account of any such rights prior to the repayment in full of all outstanding credit hereunder shall be held in

trust for the benefit of the Lenders and shall immediately be paid to the Agent for the account of the Lenders,

andcredited and applied against outstanding credit hereunder, whether matured or unmatured, in

accordance with the terms hereof.

ARTICLE 2

CREDITFACILITY

Section 2.01Availability.

(1)Each Lender individually, and not jointly and severally, agrees, on the terms and

conditions of this Agreement, to make Accommodations in (i) Canadian Dollars and U.S.

Dollars to the Canadian Borrower; and (ii) in U.S. Dollars to the U.S. Borrowers, in a maximum

aggregate amount equal to such Lender’s Commitment. The Fronting Letter of Credit Lender

agrees, in accordance with the terms and conditions of this Agreement, to make Letters of

Credit available to the Borrowers up to the amount of the Fronting Letter of Credit Lender’s

Fronting Letter of Credit Commitment. The Swingline Lender agrees, on the terms and

conditions of this Agreement, to make Swingline Advances to the Borrowers in a maximum

amount equal to the Swingline Commitment. The failure of any Lender to make an

Accommodation shall not relieve any other Lender of its obligation, if any, in connection with

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any Accommodation, but no Lender is responsible for any other Lender’s failure in respect of

such Accommodation. The Agent shall give each applicable Lender prompt notice of any

Accommodation Notice received from a Borrower and of each applicable Lender’s rateable

portion of any Accommodation.

(2)Accommodations shall be made available by the Lenders to (i) the Canadian

Borrower as Canadian Prime Rate Advances, Term CORRA Loans, Daily Compounded

CORRA Loans, Base Rate (Canada) Advances and SOFR Loans; and (ii) the U.S. Borrowers

as SOFR Loans and Base Rate (United States) Advances. Accommodations by the Swingline

Lender shall be made available as Swingline Advances pursuant to Article 3. Accommodations

by the Fronting Letter of Credit Lender shall be made available as Letters of Credit pursuant to

Article 4.

Section 2.02Commitmentsand FacilityLimits.

(1)The Accommodations Outstanding under the Credit Facility shall not at any time

exceed the Commitment. The Accommodations Outstanding under the Credit Facility to each

Lender shall not at any time exceed such Lender’s Commitment. The sum of the principal

amount of allSwinglineAdvancesshallnot at anytimeexceedtheSwinglineCommitment. The

Face Amount of Letters of Credit outstanding at any time shall not exceed $8,000,000.

(2)The Credit Facility shall revolve and no payment or prepayment or repayment

under the Credit Facility shall reduce the Commitment thereunder unless expressly otherwise

provided for herein.

(3)The Credit Facility shall be available in one or more Accommodations from and

after the Closing Date and from time to time prior to the Maturity Date.

Section 2.03Credit FacilityAccordion

The Borrowers may, at any time that the Total Funded Debt to Adjusted EBITDA Ratio is less than 3.75:1,

request an increase to the Commitment, inclusive of the Swingline Commitmentbysixty(60)daysprior

writtennoticetotheAgent(the“AccordionNotice”)byup to $60,000,000.00 in the aggregate at any time,

subject to a minimum amount of $10,000,000 foreachrequest,on orbeforethe Maturity Date,to the extent

the Agenthasreceivedbinding

commitments from existing Lenders and/or from newLenders mutuallyacceptable to the Agent

and the Borrowers for the entire amount requested (the “New Commitments”), provided that:

(i)no Event of Default has occurred that is continuing on the date such

Accordion Notice is given or on the Accordion Effective Date, nor would

any Event of Default result after giving effect to the requested increase;

(ii)no commitment of any Lender shall be increased without the written

consent of such Lender;

(iii)the New Commitments of the Lenders shall be effected pursuant to an

amendment to this Agreement in form and substance acceptable to the

Agent executed and delivered by the Borrowers, the other Loan parties,

the Lenders and the Agent;

(iv)the Borrowers shall deliver or cause to bedelivered anylegalopinions or

other documents reasonably requested by the Agent in connection with

such increase; and

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(v)the Borrowers shall pay to the Agent a fee to be mutually agreed at the

time the Accordion Notice is delivered.

(1)The Agent shall notify the Loan Parties and the Lenders on or before the

Accordion Effective Date of each increase in Commitments arising pursuant to

Section 2.03(1), together with an updated SCHEDULE 8 giving effect to such

increase. Any increase shall be available to the Borrowers commencing on the

Accordion Effective Date and continuing until the Maturity Date. Once the

Borrowers request an increase and it has been approved by the Agent, such

increase shall remain in effect until the MaturityDate unless otherwisecancelled

pursuant hereto. For greater certainty, the Borrowers can withdraw a request

under Section 2.03(1) for an increase until the Accordion Effective Date of the

applicable increase.

(2)On each Accordion Effective Date, the Agent shall determine and notify the

Lenders the amount of adjusting payments that may need to be made amongst

the Lenders to ensure that their respective shares in outstanding advances

under the Credit Facility, as applicable, equal their respective pro rata share of

the Credit Facility, as applicable, based upon their respective Commitments.

Each applicable Lender under the Credit Facility shall advance to the Agent the

amount of any such adjusting payment so required of it based on the New

Commitments and the Agent shall, upon receipt, advance to each other Lender

the amount of the corresponding adjusting payment required to be paid to it as

determined above. The Borrowers shall be obliged to repay outstanding

advances under the Credit Facility, as applicable, amongst the Lenders as

adjusted pursuant to this Section 2.03(3).

Section 2.04UseofProceeds.

The Borrowers shall use the proceeds of Accommodations under the Credit Facility: (i) to refinanceexisting

indebtedness, (ii) for generalcorporatepurposes, including, but not limited to,financingworkingcapital

requirements,and(iii)tofinanceShareRepurchases(in

accordancewiththetermsofthisAgreement),CapitalExpendituresandPermittedAcquisitions.

, (iv) to finance the Data Centre Purchase Transaction in accordance with the terms of this

Agreement, and (v) to finance the Ting Fiber Investment.The Borrowers shall only request

Accommodations under the Credit Facility when the funds are intended to be used and will in

fact be used strictly for the specific and legitimate business purposes described in this Section

2.04 within thirty (30) days from the date of such Advance and the Borrowers shall not seek

Accommodations under the Credit Facility should they have cash on hand in an amount

sufficient to pay such costs and expenses.

Section 2.05MandatoryRepayments.

(1)The Borrowers shall repay (subject as otherwise provided in this Agreement) the

Accommodations Outstanding under the Credit Facility to the Agent on behalf of each Lender

(and the Commitment shall be permanently cancelled) on the Maturity Date, together with all

accrued interest and Fees and all other amounts payable to the Lenders in connection with the

Credit Facility. On the Maturity Date, the Borrowers shall deliver to the Fronting Letter of Credit

Lender (or cause to be delivered to the Fronting Letter of Credit Lender) originals of each

unexpired Letter of Credit issued bythe Fronting Letter of Credit Lender or CashCollateralor a

letter of credit (on terms and conditions satisfactory to the Fronting Letter of Credit Lender) in

lieu thereof.

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Section 2.06MandatoryPrepayments.

(1)An amount equal to 100% of the Net Proceeds from any Asset Sale by any

Tucows Group Entity in excess of $12,500,000 (or the Equivalent Amount in any other

currency) in any Financial Year (whether individually or in aggregate and taking into account

anyproceeds received in another currencyat the Equivalent Amount at the time such proceeds

are received) shall be applied to the repayment of Accommodations Outstanding under the

Credit Facility (and the Commitment shall be permanently reduced by an amount by which the

Net Proceeds of such Disposition exceed $12,500,000), except to the extent that the Net

Proceeds from such Disposition of Assets are reinvested (other than in cash or Cash

Equivalents)orusedintheBusinessbyanyTucowsGroupEntitywithin180daysofthedateof

such Asset Sale.

(2)An amount equal to 100% of the Net Proceeds from the issuance of any Equity

Interests (other than the Net Proceeds of an Excluded Equity Issuance) by the Parent shall be

applied forthwith upon receipt by or on behalf of any Tucows Group Entity to the repayment of

Accommodations Outstanding under the Credit Facility (and the Commitment shall be

permanently reduced by the amount of such Net Proceeds). For the purposes hereof “Net

Proceeds of an Excluded Equity Issuance” means the Net Proceeds of the issuance of any

EquityInterestwhichareusedtofundaPermittedAcquisitionorCapitalExpenditurespermitted

hereunder.

(3)An amount equal to100% of theNet Proceeds from theincurrence of anyFunded

Debt by any Tucows Group Entity, other than Funded Debt permitted by Section 8.02(1), shall

be applied forthwith upon receipt by or on behalf of anyTucows Group Entity to the repayment

of Accommodations Outstanding under the Credit Facility (and the Commitment shall be

permanently reduced by the amount of such Net Proceeds).

An amount equal to 100% of the Net Proceeds of any insurance maintained by any Tucows Group Entity

(other than business interruption insurance) received by any Tucows

Group Entity in an amount in excess of $1,000,000 on account of each separate loss, damage

or injury shall be applied forthwith upon receipt thereof, to the repayment of Accommodations

OutstandingundertheCreditFacility(andtheCommitmentshallbepermanentlyreducedbyan

amount of such Net Proceeds) except to the extent (i) such Net Proceeds shall have been

expended by a Tucows Group Entity for the repair or replacement of the affected property

within 180 days of receipt of such Net Proceeds and the Parent shall have furnished to the

Agent evidence satisfactory to the Agent of such expenditure, or (ii) a Tucows Group Entity has

Committed to expend such Net Proceeds for the repair or replacement of the affected property

within 180 days of receipt of such Net Proceeds and such Net Proceeds are actually used for

the repair or replacement of the affected property within 365 days of the receipt thereof.

Section 2.07RepaymentsofCreditExcess.

The Borrowers shall repay to the Agent, for the account of the Lenders, the amount of

any Credit Excess with respect to the Credit Facility existing from time to time, to the extent any

Canadian Prime Rate Advance, Base Rate (Canada) Advance, or Base Rate (United States)

Advance is outstanding, on the first (1st) Business Day following the date of demand by the

Agent. Notwithstanding the foregoing, any Credit Excess that is a result of currency fluctuations

shall be addressed in accordance with Section 2.12.

Section 2.08VoluntaryPrepayments.

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The Borrowers may, subject to the provisions of this Agreement and without penalty or

bonus, (1) in respect of any outstanding CORRA Loan or SOFR Loan, Cash Collateralize such

outstanding CORRA Loan or SOFR Loan, or (2) in respect of any other Type of Advance,

prepay the Accommodations Outstanding under the Credit Facility in respect of such Advance,

and/or reduce the Commitment, in each case, in whole or, subject to the next following

sentence, in part, upon the number of Business Days’ notice to the Agent specified in Schedule

5byanoticesubstantiallyintheformof SCHEDULE9(a “PaymentReductionNotice”),which

shall be irrevocable and binding on the Borrowers and which shall specify the proposed date

and aggregate principal amount of the prepayment or reduction. In such case, the Borrowers

shall pay to the applicable Lenders in accordance with such notice the amount of such

prepayment or the amount by which the Accommodations Outstanding under the Credit Facility

exceed the proposed reduced Commitment. Each partial prepayment or reduction pursuant to

this Section 2.08 shall be in a minimum aggregate principal amount of $500,000 and an integral

multiple of $100,000. Notwithstanding the foregoing, the Parent may permanently reduce the

Commitment of a Defaulting Lender in accordance with Section 2.16.

Section 2.09PaymentsunderthisAgreement.

(1)Unless otherwise expressly provided in this Agreement, the Borrowersshallmake

any payment required to be made by them to the Agent by depositing the amount of the

payment to the applicable Borrower’s Account not later than 12:00 p.m. (Toronto time) on the

date the payment is due. The Agent shall distribute to each applicable Lender promptly on the

date of receipt by the Agent of any payment, an amount equal to the amount then due to each

Lender.

Unless otherwise expressly provided in this Agreement, the Agent shall make Accommodations and other

payments to the applicable Borrower under this Agreement by creditingtheapplicableBorrower’sAccount(or

causingtheapplicableBorrower’sAccounttobe

credited)withtheamountofthepaymentintherelevantcurrencynotlaterthan1:00p.m.

(Toronto time) on the date the payment is to be made.

(2)The Borrowers shall pay to the Agent on behalf of each applicable Lender on

written demand any amounts required to compensate the Lenders for any actual loss suffered

or incurred by it as a result of (i) the failure of the Borrowers to effect an Accommodation in the

mannerandatthetimespecifiedinanyAccommodationNotice;(ii)anypaymentbeingmadein

respect of a SOFR Loan or a CORRA Loan other than on the date permitted hereunder in

respect thereof or the conversion of any SOFR Loan or a CORRA Loan other than on the date

permitted hereunderin respectthereof; or (iii) the failure ofthe Borrowers to make a payment

or a mandatory repayment in the manner and at the time specified in this Agreement. Written

notice as to the amount of any such loss submitted in good faith by a Lender to the Borrowers

shall be prima facie evidence of such amount.

Section 2.10ApplicationofPaymentsandPrepayments.

SubjecttoSection9.03,allamountsreceivedbytheAgentfromoronbehalfofthe

Borrowers and not previously applied pursuant to this Agreement shall be applied by the Agent

as follows (i) first, in reduction of the Borrowers’ obligations to pay any unpaid expenses of the

Agent; (ii) second, in reduction of the Borrowers’ obligations to pay any unpaid interest and any

Fees which are due and owing; (iii) third, in reduction of the Borrowers’ obligations to pay any

claimsorlossesreferredtoinSection16.01;(iv)fourth,inreductionoftheBorrowers’

obligationsto pay any amounts due and owing on account ofany unpaid principal amount of

Advances which are due and owing; (v) fifth, in reduction of the Borrowers’ obligations to pay

anyotherunpaidAccommodationsOutstandingwhicharedueandowing;(vi)sixth,inreduction

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of any other obligation of the Borrowers under this Agreement and the other Loan Documents;

and(vii)seventh,totheBorrowersorsuchotherPersonsasmaylawfullybeentitledtoor

directed to receive the remainder.

Section 2.11ComputationsofInterestandFees.

(1)All computations of interest shall be made by the Agent taking into account the

actual number of days occurring in the period for which such interest is payable, and (i) if based

on the Canadian Prime Rate, CORRA Loans, the Base Rate (Canada) or the Base Rate

(United States), on the basis of a year of 365 or 366 days, as the case may be; provided that, to

the extent that clause (ii) of the definition of Base Rate (Canada) or the Base Rate (United

States) contemplates that the Base Rate (Canada) or the Base Rate (United States), as

applicable, shall be determined by reference to the Federal Funds Rate, any such

determination shall be made on the basis of the actual number of days elapsed over a year of

360 days; and (ii) if based on Daily Simple SOFR or Term SOFR, on the basis of a year of 360

days.

(2)All computations of Fees shall be made by the Agent on the basis of a year of 365

or 366 days, as the case may be, taking into account the actual number of days occurring in the

period for which such fees are payable.

For purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated

using a rate based on a number of days less than a full year, such rate determinedpursuanttosuch

calculation,whenexpressedasanannualrate,isequivalentto(x) the applicable rate, (y) multiplied by the

actual number of days in the calendar year in which the periodforwhichsuchinterestorfeeispayable(or

compounded)ends,and(z)divided by the

number of days based on which such rate is calculated. The principle of deemed reinvestment

of interest does not apply to any interest calculation under this Agreement. The rates of interest

stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Section 2.12AdjustmentforCurrencyFluctuations.

Ifthe Agent shall notify the Parent in writing not later than 4:00 p.m. (Toronto time) on

an Exchange Rate Determination Date that solely by reason of fluctuations in currency

valuation, the Accommodations Outstanding under the Credit Facility exceed 103% of the

Commitment on the date immediately preceding such Exchange Rate Determination Date (the

amount by which such Accommodations Outstanding exceed such Commitment on such date

being the “Excess”), the Borrowers shall, within three (3) Business Days thereafter, make a

payment by repaying Advances outstanding under the Credit Facility in an amount equal to the

Excessor,(y)iftheBorrowersdonothaveAdvancesoutstandingundertheCreditFacilityinan

amount equal to or greater than the Excess, make a payment by repaying all Advances in

amounts less than the Excess (if any) under the Credit Facility and by depositing with the Agent

an amount equal to the amount by which the Excess exceeds the amount of the Advances

under the Credit Facility repaid to be held by the Agent in trust for the applicable Lenders. Any

interest on the amount deposited with the Agent shall be held in trust for the Borrowers and

shall be paid to the Borrowers on the next Exchange Rate Determination Date.

Section 2.13StandbyFee

The Borrowers agree to pay a non-refundable standby fee (the “Standby Fee”) to the

Agent for the account of the Lenders, calculated at a rate per annum on the basis of a year of

365 days, or 366 days in the case of a leap year, equal to the Standby Fee Rate on the daily

unadvancedportionoftheCreditFacility.TheStandbyFeeshallbecalculatedandaccruedaily

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from the date hereof and shall be payable quarterlyin arrears on the last Business Dayof each

calendar quarter and on the Maturity Date of the Credit Facility.

Section 2.14UpfrontFee

On the Closing Date, the Borrowers shall pay to the Agent on behalf of the Lenders an

upfront fee in the amount of $864,000.00 (which fee amountsequalto 12 bps per annum for a

three (3) year period onthe amounttermof the extension of theCredit Facility), which fee shall

be paid by the Agent to each Lender in accordance with such Lender’s pro rata share of the

Credit Facility.

Section 2.15DefaultingLenderAdjustments.

(1)Defaulting Lender Adjustments.Notwithstanding anything to the contrary

contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time

as such Lender is no longer a Defaulting Lender, to the extent permitted by Law:

Waivers and Amendments.No Defaulting Lender shall have any right to approve or disapprove any

amendment, waiver or consent hereunder, except that the Commitment of such Defaulting Lender may not be

increasedorextendedwithouttheconsentofsuchDefaultingLender.No Defaulting Lender shall be included

as a Lender for purposes of the calculation of “Majority Lenders”.

Defaulting Lender Waterfall.Any payment of principal, interest, fees, indemnity payments or other amounts

received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity,

pursuant to Article 9or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section

12.01 shall be applied at such time or times as may be determined by the Agent as follows: first, to the

payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment

on a pro rata basis of any amounts owing by such Defaulting Lender to each Fronting Letter of Credit Lender

hereunder; third, to Cash Collateralize each Fronting Letter of Credit Lender’s Fronting Exposure with respect

to such Defaulting Lender in accordance with Section 4.10; fourth, as the Borrowers may request (so long as

no Default or Event of Default exists), to the funding of any Accommodation in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined

by the Agent and the Parent, to be held in a deposit account and released pro rata in order to (x) satisfy such

Defaulting Lender’s potential future funding obligations with respect to Accommodationsunder this

Agreement and (y) Cash Collateralize each Fronting Letter of Credit Lender’s future Fronting Exposure with

respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in

accordance with Section 4.10; sixth, to the payment of any amounts owing to the Lenders or each Fronting

Letter of Credit Lenderas a result of any judgment of a court of competent jurisdiction obtained by any

Lender or Fronting Letter of Credit Lender against such Defaulting Lender as a result of such Defaulting

Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default

exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of

competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such

Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or

as otherwise directed by a court of competent jurisdiction;providedthatif(x)suchpaymentisapaymentof

theprincipal amount of any Accommodations or Letter of Credit Obligations in respect of which such

Defaulting Lender has not fully funded its appropriateshare, and (y) such Accommodations were made or

the related Letters of Credit were issued at a time when the conditions set forth herein were satisfied or

waived, such payment shall be applied solely to pay the Accommodations made by, and Letter of Credit

Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the paymentof

anyAccommodationsmadeby,orLetterofCreditObligations owed to, such Defaulting Lender until such

time as all Accommodations andfundedandunfundedparticipationsinLetterofCreditObligationsare held

by the Lenders pro rata in accordance with their applicable Commitments without giving effect to Section

2.15(1)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lenderthat are

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applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this

Section 2.15(1)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender

irrevocably consents hereto.

(i)CertainFees.

(A)No Defaulting Lender shall be entitled to receive any fee pursuant

toSection2.13,Section2.14andSection4.06foranyperiod

duringwhichthatLenderisaDefaultingLender(andthe

Borrowersshallnotberequiredtopayanysuchfeethatotherwise

wouldhavebeenrequiredtohavebeenpaidtothatDefaulting

Lender);providedsuchDefaultingLendershallbeentitledto

receive fees pursuant to Section 4.06 for any period during which

that Lender is a Defaulting Lender only to the extent allocable to

itsproratashareofthestatedamountofLettersofCreditfor

which it has provided Cash Collateral pursuant to Section 4.10.

(B)With respect to any fee not required to be paid to any Defaulting

Lender pursuant to clause (A) above, the Borrowers shall (x) pay

to each Non-Defaulting Lender that portion of any such fee

otherwise payable to such Defaulting Lender with respect to such

Defaulting Lender’s participation in Letter of Credit Obligations

thathasbeenreallocatedtosuchNon-DefaultingLenderpursuant

to clause (iv) below, (y) pay to the applicable Fronting Letter of

Credit Lender the amount of any such fee otherwise payable to

such Defaulting Lender with respect to such Fronting Letter of

Credit Lender’s Fronting Exposure to such Defaulting Lender that

has not been reallocated pursuant to clause (iv) below (except

where the Borrowers shall have provided Cash Collateral for such

Fronting Exposure pursuant to Section 4.10, in which case the

Borrowers shall not be required to pay any fee relating to the

amount of such Cash Collateral) and (z) not be required to pay

the remaining amount of any such fee.

(ii)ReallocationofParticipationstoReduceFrontingExposure.Uponwritten

notice to the Parent, all or any part of such Defaulting Lender’s

participation in Letter of Credit Obligations shall be automatically

reallocated among the Non-Defaulting Lenders in accordance with their

respective pro rata share of the Commitment (calculated without regard

tosuchDefaultingLender’sCommitment)butonlytotheextentthatsuch

reallocation does not cause the aggregate Accommodations Outstanding

under the Credit Facility of any Non-Defaulting Lender to exceed the

Commitment held by such Non-Defaulting Lender. No reallocation

hereunder shall constitute a waiver or release of any claim of any party

hereunder against a Defaulting Lender arising from that Lender having

become a Defaulting Lender, including any claim of the Borrowers, the

Agent or any Fronting Letter of Credit Lender as a result of such breach

or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s

increased exposure following such reallocation.

Cash Collateral.If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the

Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Law, Cash

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Collateralize each Fronting Letter of Credit Lender’s Fronting Exposure,totheextentsuchre-allocationhas

noteliminatedtheDefaultingLender’s

participationinLetterofCreditObligationsinaccordancewiththe

procedures set forth in Section 4.10.

(2)Defaulting Lender Cure.If the Parent, the Agent and each Fronting Letter of Credit

Lender agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify

the parties hereto, whereupon as of the effective date specified in such notice and subject to

any conditions set forth therein (which may include arrangements with respect to any Cash

Collateral), that Lender will, to the extent applicable, purchase at par that portion of

Accommodations Outstandingofthe other Lenders or take such other actions as the Agent

may determine to be necessary to cause the Accommodations Outstanding and funded and

unfunded participations in Letters of Credit to be held pro rata by the applicable Lenders in

accordance with the applicable Commitments (without giving effect to Section 2.15(1)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will

be made retroactively with respect to fees accrued or payments made by or on behalf of the

Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the

extent otherwise expressly agreed by the affected parties, no change hereunder from

Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of

any party hereunder arising from that Lender’s having been a Defaulting Lender.

(3)New Letters of Credit.So long as any Lender which has a Commitment is a

Defaulting Lender, noFronting Letter of Credit Lender shallbe required toissue, extend, renew

or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after

giving effect thereto.

(4)Termination of Defaulting Lender Commitment.The Parent may terminate the

unused amount of the Commitment of a Defaulting Lender upon not less than three (3)

BusinessDays’priornoticetotheAgent(whowillpromptlynotifytheLendersthereof),provided

that such termination will not be deemed to be a waiver or release of any claim the Borrowers,

the Agent, any Fronting Letter of Credit Lender or any other Lender may have against such

Defaulting Lender.

Section 2.16ReplacementLenders.

The Parent at its own cost and expense may designate an Eligible Assignee with the prior written consent of

the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender),such consent

notto beunreasonablywithheld,conditioned ordelayed(a “Replacement Lender”) to assume all or any

part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the

Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and

with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x)

sell to such Replacement Lender, without recourse upon, warranty by or expense to such DefaultingLender,

by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender

agrees to a lesser amount in writing) the outstanding principal amount of the Accommodationsmadebysuch

DefaultingLender,plusallinterestaccruedandunpaidthereon and all other amounts owing to such

Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such

Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in

connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender

has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice

to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender

herebygrantstotheAgentanirrevocablepowerofattorney(whichshallbecoupled

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with an interest) for such purpose. Upon such assumption and purchase by the Replacement

Lender and subject to acceptance and recording of such Assignment and Assumption by the

Agent pursuant to Section 17.01(3) hereof, such Replacement Lender shall be deemed to be a

“Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a

“Lender” for purposes of this Agreement and shall no longer have any obligations or rights

hereunder (other than any obligations or rights which according to this Agreement shallsurvive

the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a

Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost

and expense, may repay in full all outstanding obligations under the Loan Documents (except

for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting

Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon

such repayment and termination such Defaulting Lender shall cease to be a “Lender” for

purposes of this Agreement and shall no longer have anyobligations or rights hereunder (other

thananyobligationsorrightswhichaccordingtothisAgreementshallsurvivetheterminationof

the Commitments).

ARTICLE 3

ADVANCES

Section 3.01TheAdvances.

(1)Each applicable Lender severally and not jointly agrees, in accordance with the

terms and conditions of this Agreement and in accordance with the applicable Borrowing

Notice, to make Advances to the Borrowers from time to time on any Business Day prior to the

Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of

this Agreement, to make Swingline Advances (on a same day basis) to the Borrowers from time

to time on any Business Day prior to the Maturity Date.

(2)Each Borrowing under the Credit Facility shall consist of Advances made to the

applicable Borrower on the same day by the applicable Lenders in accordance with each

applicable Lender’s relevant rateable portion. Each requested Advance shall be in at least the

minimum aggregate amount and in an integral multiple of the amount set forth in SCHEDULE

TheSwinglineLendermay,initssolediscretion,givenoticetotheAgentwhoshall forthwithnotifythe

LendersthattheprincipalamountoftheSwinglineLender’soutstanding Swingline Advances to the

Borrowers shall be funded with a Borrowing or Borrowings under the CreditFacility(providedthatsuch

noticeshallbedeemedtohavebeengiven(y)onthe Maturity Date if the Borrowers shall not have repaid

all Swingline Advances on or prior to such day,and(z)upontheoccurrenceofanEventofDefault,in

whichcaseAdvancesunderthe Credit Facility) (each such Borrowing, a “Mandatory Borrowing”) shall be

made on the next Business Day by all Lenders so that, immediately after the Mandatory Borrowing, each

Lender shallsharerateablyintheAccommodationsOutstandingundertheCreditFacilityandthe

proceedsofsuchMandatoryBorrowingshallbeapplieddirectlybytheAgenttorepay Advances

outstanding to the Swingline Lender. Each Lender shall make Advances pursuant toaMandatoryBorrowing

intheamountandinthemannerspecifiedinwritingbytheAgent notwithstanding(i)thattheamount

oftheMandatoryBorrowingmaynotcomplywiththe minimumamountforBorrowingsotherwise

requiredunderthisAgreement;(ii)thatthe conditions specified in Article 6 are not then satisfied; (iii) that

a Default or an Event of Default hasoccurredandiscontinuing;(iv)thedateofsuchMandatory

Borrowing;and(v)anyreduction in the Commitment after any Swingline Advance was made by the

Swingline Lender.

In addition to the foregoing, the Borrowers shall cause each Swingline Advance to be repaid in

full on the last Business Day of each calendar week.

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(3)In connection with the use or administration of Daily Simple SOFR, Term SOFR,

SOFR or CORRA, the Agent will have the right to make Conforming Changes or Canadian

Benchmark Replacement Conforming Changes, as applicable, from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any

amendments implementing such Conforming Changes or Canadian Benchmark Replacement

Conforming Changes, as applicable, willbecome effectivewithout anyfurther action or consent

of any other party to this Agreement or any other Loan Document. The Agent will promptly

notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes or

CanadianBenchmark Replacement Conforming Changes, asapplicable, inconnectionwiththe

use or administration of Daily Simple SOFR, Term SOFR, SOFR or CORRA, as applicable.

Section 3.02ProcedureforBorrowing.

(1)Except as provided in Section 3.02(2), each Borrowing shall be made on the

number of days prior notice specified in SCHEDULE4, given not later than 11:00 a.m. (Toronto

time) by the applicable Borrower to the Agent. Each notice of a Borrowing (a “Borrowing

Notice”) shall be insubstantiallythe form of SCHEDULE 1, shallbeirrevocable andbinding on

the applicable Borrower and shall specify (i) the requested date of the Borrowing; (ii) the Type

of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a

SOFR Loan, whether the Advance will bear interest at Daily Simple SOFR or Adjusted Term

SOFR, and, (iv) in the case of a CORRA Loan, whether the Advance will bear interest at

Adjusted Term CORRA or Adjusted Daily Compounded CORRA, and (v) in the case of any

SOFR Loan or anyCORRA Loan, the initial Interest Period. Upon receipt bythe Agent of funds

from the applicable Lenders and fulfilment of the applicable conditions set forth in Article 6, the

Agent will make such funds available to the applicable Borrower in accordance with Article 2.

(2)Each Swingline Advance (i) may be made on the same day’s telephone request

(followed by notification via a Borrowing Notice) made on or before 11:00 a.m. (Toronto time)

on such day and in such amount, as requested by the applicable Borrower to the Swingline

Lender, providing the same information to the Swingline Lender as would be contained in a

Borrowing Notice (which shall be deemed to have been so provided); or (ii) shall be made by

the Swingline Lender, without notice from or to the Borrowers, in respect of any overdraft in any

one or more of the accounts of the Borrowers with the Swingline Lender by deposit to such

account of an amount equal to such overdraft. All payments of principal and interest with

respect to a Swingline Advance shall be made by the Borrowers, as applicable, directly to the

Swingline Lender, and the Swingline Lender is hereby irrevocably authorized and directed to

debit any bank account maintained by the Borrowers with the Swingline Lender in order to

effect such payment.

Section 3.03ConversionsandRolloversRegardingAdvances.

Subject to the Types of Accommodation and Advances, the Borrowers may elect to (i) change any Advance

outstanding, or any portion thereof, in each case, in the minimum aggregate amount referred to in

SCHEDULE 4 to another Type of Advance or convert an Advance outstanding to another Type of

Accommodation in the case of an Advance other than a SOFR Loan or CORRA Loan, as of any Business

Day, and in the case of a SOFR Loan or a CORRA Loan as of the last day of the Interest Period applicable

thereto; provided that in the caseofthechange or conversion ofan Advance denominated in one currency to

an Advance

denominatedinanothercurrency,theprincipalamountandinterestthereonofsuchAdvanceto

be changed or converted is paid in full on the date of such change or conversion; or (ii)

continue any Advance other than an Advance bearing interest at the Term SOFR Reference

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Rate for a further Interest Period beginning on the last day of the then current Interest Period

applicable to such Advance.

(3)Each election to change or convert an Advance into another Type of Advance or

Type of Accommodation or to continue an Advance other than an Advance bearing interest at

the Term SOFR Reference Rate for a further Interest Period, shall be made on the number of

days prior notice specified in SCHEDULE 4 given, in each case, not later than 11:00 a.m.

(Toronto time) by the applicable Borrower to the Agent. Each such notice (an “Interest Rate

Election Notice”) shall be given substantially in the form of SCHEDULE 2 and shall be

irrevocable and binding upon the applicable Borrower. If theapplicableBorrower fails todeliver

an Interest Rate Election Notice to the Agent for any Advance other than an Advance bearing

interest at the Term SOFR Reference Rate or Daily Simple SOFR as provided in this Section

3.03(2), (i) in the case of a SOFR Loan, such Advance shall be converted (as of the last day of

the applicable Interest Period) to and be outstanding as a Base Rate (Canada) Advance or

Base Rate (United States) Advance, as applicable; (ii) in the case of a Term CORRA Loan, such

Advance shall be converted (as of the last day of the applicable Interest Period) to and be

outstandingasaDailyCompoundedCORRALoan,and(iii)inthecaseofaDailyCompounded

CORRA Loan, such Advance shall be converted (as of the last day of the applicable Interest

Period) to and be outstanding as Canadian Prime Rate Advance. No Borrower shall select an

Interest Period which conflicts with the definition of Interest Period.

Section 3.04CircumstancesAffectingSOFRLoansandCORRALoans

If any Lender determines that any Lawhas made it unlawful, or that any Governmental Entity has asserted

that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose

interest is determined by reference to Daily Simple SOFR, Term SOFR, SOFR, CORRA, Daily Compounded

CORRA, Term CORRA, Adjusted Daily Compounded CORRA or Adjusted Term CORRA or to determine or

charge interest rates based upon Daily Simple SOFR, Term SOFR, SOFR, CORRA, Daily Compounded

CORRA, Term CORRA, Adjusted Daily Compounded CORRA or Adjusted Term CORRA then, upon notice

thereof by such Lender to the Borrowers(through the Agent), (a)any obligation of such Lender to make or

continue Advances bearing interest at Daily Simple SOFR, Term SOFR or SOFR or to convert Base Rate

(Canada) Advances/Base Rate (United States) Advances to Advances bearing interest at Daily Simple

SOFR, Term SOFR or SOFR shall be suspended, (b) any obligation of such Lender to make or continue

Advances bearing interest at CORRA, Daily Compounded CORRA, Term CORRA, Adjusted Daily

Compounded CORRA or Adjusted Term CORRA or to convert Canadian Prime Rate Advances to Advances

bearing interest at CORRA, Daily Compounded CORRA, Term CORRA, Adjusted Daily Compounded

CORRA or Adjusted Term CORRA shall be suspended, and (c) if such notice assertstheillegalityofsuch

LendermakingormaintainingBaseRate(Canada)Advances/Base Rate (United States) Advances the

interest rate on which is determined by reference toAdjusted Term SOFR component of the Base Rate

(Canada)/Base Rate (United States), the interest rate on which Base Rate (Canada) Advances/Base Rate

(United States) Advances of such Lender shall, if necessary to avoid such illegality, be determined by the

Agent without reference to the Adjusted Term SOFR component of the Base Rate (Canada)/Base Rate

(United States), in each case until such Lender notifies the Agent and the Borrowers that the circumstances

giving rise to such determination no longer exist. Upon receipt of such notice, (i) theBorrowersshall,upon

demandfromsuchLender(withacopytotheAgent),prepayor,if

applicable, convert all applicable SOFR Loans of such Lender to Base Rate (Canada)

Advances/Base Rate (United States) Advances (the interest rate on which Base Rate (Canada)

Advances/Base Rate (United States) Advances of such Lender shall, if necessary to avoid such

illegality, be determined by the Agent without reference to the Adjusted Term SOFR component

of the Base Rate (Canada)/Base Rate (United States)) immediately, if such Lender may not

lawfullycontinuetomaintainsuchSOFRLoan,(ii)theBorrowersshall,upondemandfromsuch

Lender (with a copy to the Agent), prepay or, if applicable, convert all applicable Term CORRA

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Loans of such Lender to Daily Compounded CORRA Loans and all applicable Daily

Compounded CORRA Loans to Canadian Prime Rate Advances immediately, if such Lender

may not lawfully continue to maintain such CORRA Loan and (iii) if such notice asserts the

illegality of such Lender determining or charging interest rates based upon Daily Simple SOFR,

Term SOFR or SOFR, as applicable, the Agent shall during the period of such suspension

compute the Base Rate (Canada) /Base Rate (United States) applicable to such Lender without

reference to the Adjusted Term SOFR component thereof until the Agent is advised in writing

by such Lender that it is no longer illegal for such Lender to determine or charge interest rates

based upon Daily Simple SOFR, Term SOFR or SOFR, as applicable. Upon any such

prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so

prepaid or converted, together with any additional amounts required pursuant to this

Agreement.

If any Change in Law (i) shall subject any Lender (or its lending office) to anytax, duty or other charge with

respect to its SOFR Loans or CORRA Loans owed to it or itsobligation to make SOFR Loans or CORRA

Loans, or shall change the basis of taxation of payments to such Lender (or its lending office) of the principal

of or interest on its SOFR Loans, CORRA Loans or any other amounts due under this Agreement or any

other Loan Document in respect of its SOFR Loans or CORRA Loans or its obligation to make SOFR Loans

or CORRA Loans (except for changes in the rate of tax on the overall net income of such Lender or its

lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is

located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement

(including any such requirement imposed by the FRB) on such Lender (or its lending office) or shall impose

on such Lender (or its lending office) or on the interbank market any other condition affecting its SOFR Loans

or CORRA Loans or itsobligation to make SOFR Loans or CORRA Loans; and the result of any of the

foregoing is to increase the cost to such Lender (or its lending office) of making or maintaining any SOFR

Loan or CORRA Loan, or to reduce the amount of any sum received or receivable by such Lender (or its

lending office) under this Agreement or under any other Loan Document with respect thereto, by an amount

deemed by such Lender to be material, then, upon notice thereof by such Lender to the Borrowers any

obligation of such Lender to make or continue SOFR Loans or CORRA Loans, as applicable, shall be

suspended (to the extent of the affected SOFR Loans, CORRA Loans and the affected Interest Periods) until

such Lender revokes such notice in addition to any other obligations hereunder. Upon receipt of such notice,

(i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR

Loans or CORRA Loans (to the extent of the affected SOFR Loans, CORRA Loans and the affected Interest

Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for

an Advance of or conversion to Base Rate (Canada) Advances or Canadian Prime Rate Advances, as

applicable, in the amount specified therein and (ii) any outstanding affected SOFR Loans or CORRA Loans,

as applicable, will be deemed to have been converted into Base Rate (Canada) Advances or Canadian Prime

Rate Advances immediately. Upon any such conversion, the Borrowers shall also pay any additional amounts

required pursuant to this Agreement.

Section 3.05Interest on Advances.

(1)The Borrowers shall pay interest on the unpaid principal amount of each Advance

to it from the date of such Advance (or conversion of another Type of Advance into such

Advance) until the date on which the principal amount of the Advance is repaid in full (or is

converted into another Type of Advance or Type of Accommodation) at the following rates per

annum:

(a)Base Rate (Canada) Advances. If and so long as such Advance is a Base Rate

(Canada) Advance and subject as provided in the following sentence, at a rate

per annum equal at all times to the Base Rate (Canada) in effect from time to

timeplustheApplicableMargin,calculateddailyandpayableinarrears(i)onthe

first Business Day of each month in each year; and (ii) on the dayon which such

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Base Rate (Canada) Advance becomes due and payable in full pursuant to the

provisions hereof. Any amount of principal of, or interest on, any such Base Rate

(Canada) Advance which is not paid when due (whether at stated maturity, by

acceleration or otherwise) shall be payable on demand and shall bear interest

(both before and after judgment), from the date on which such amount is due

until such amount is paid in full, at a rate per annum equal to the Base Rate

(Canada) in effect from time to time plus the Applicable Margin plus, to the

extent permitted by law, 2%.

(b)Base Rate (United States) Advances. If and so long as such Advance is a

Base Rate (United States) Advance and subject as provided in the following

sentence, at a rate per annum equal at all times to the Base Rate (United States)

in effect from time to time plus the Applicable Margin, calculated daily and

payable in arrears (i) on the first Business Day of each month in each year; and

(ii) on the day on which such Base Rate (United States) Advance becomes due

and payable in full pursuant to the provisions hereof. Any amount of principal of,

or interest on, any such Base Rate (United States) Advance which is not paid

when due (whether at stated maturity, by acceleration or otherwise) shall be

payable on demand and shall bear interest (both before and after judgment),

from the date on which such amount is due until such amount is paid in full, at a

rate per annum equal to the Base Rate (United States) in effect from time to time

plus the Applicable Margin plus, to the extent permitted by law, 2%.

CanadianPrimeRateAdvances.IfandsolongassuchAdvanceisaCanadian Prime Rate Advance and

subject as provided in the following sentence, at a rate per annum equal at all times to the Canadian Prime

Rate in effect from time to time plusthe Applicable Margin, calculated dailyandpayableinarrears(i) onthe

first Business Day of each month in each year; and (ii) on the day on which such Canadian Prime Rate

Advance becomes due and payable in full pursuant to the provisions hereof. Any amount of principal of, or

interest on, any such Canadian Prime Rate Advance which is not paid when due (whether at stated maturity,

by acceleration or otherwise) shall be payable on demand and shall bear interest (both before and after

judgment), from the date on which such amount is dueuntil such amount is paid in full, at a rate per annum

equal to the CanadianPrime Rate in effect from time to time plus the Applicable Margin plus, to the extent

permitted by law, 2%.

(c)Adjusted Daily Simple SOFR Loans. If and so long as such SOFRLoan bears

interest at Adjusted Daily Simple SOFR and subject as provided in the following

sentence, at a rate per annum equal at all times during any Interest Period for

such SOFR Loan to Adjusted Daily Simple SOFR for such Interest Period plus

the Applicable Margin, calculated daily and payable in arrears on (i) the

applicable Interest Payment Date in respect thereof; and(ii) on thedayonwhich

such SOFR Loan becomes due and payable in full pursuant to the provisions

hereof. Any amount of principal of or interest on any such SOFR Loan which is

not paid when due (whether at stated maturity, by acceleration or otherwise)

shall be payable on demand and shall bear interest (both before and after

judgment), from the date on which such amount is due until such amount is paid

in full, at a rate per annum equal to the Base Rate (Canada) in effect from time

to time plus the Applicable Margin plus, to the extent permitted by law, 2%.

(d)Adjusted Term SOFR Loans.Ifand so longas SOFR Loan bears interestat

AdjustedTermSOFRandsubjectasprovidedinthefollowingsentence,ata

rate per annum equal at all times during any Interest Period for such SOFR Loan

toAdjustedTermSOFRforsuchInterestPeriodplustheApplicableMargin,

calculated daily and payable in arrears,on (i)the applicable InterestPayment

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Date in respect thereof; and (ii) on the day on which such SOFR Loan becomes

dueandpayableinfullpursuanttotheprovisionshereof.Anyamountofprincipal

ofor interest on any such SOFR Loan which is not paid when due (whether at

stated maturity, by acceleration or otherwise) shall be payable on demand and

shall bear interest (both before and after judgment), from the date on which such

amount is due until such amount is paid in full, at a rate per annum equal to the

Base Rate (Canada) in effect from time to time plus the Applicable Margin plus,

to the extent permitted by law, 2%.

(e)Adjusted Term CORRA Loans. If and so long as each Term CORRA Loan

bears interest at Adjusted Term CORRA and subject as provided in the following

sentence, at a rate per annum equal at all times during any Interest Period for

such Term CORRA Loan to Adjusted Term CORRA for such Interest Period plus

the Applicable Margin, calculated daily and payable in arrears, on (i) the

applicable Interest Payment Date in respect thereof; and (ii) on the dayon which

such Term CORRA Loan becomes due and payable in full pursuant to the

provisions hereof. Any amount of principal of or interest on any such Term

CORRA Loan which is not paid when due (whether at stated maturity, by

acceleration or otherwise) shall be payable on demand and shall bear interest

(both before and after judgment), from the date on which such amount is due

until such amount is paid in full, at a rate per annum equal to the Canadian

Prime Rate in effect from time to time plus the Applicable Margin plus, to the

extent permitted by law, 2%.

Adjusted Daily Compounded CORRA Loans. If and so long as each Daily Compounded CORRA Loan

bears interest at Adjusted Daily Compounded CORRA and subject as provided in the following sentence, at a

rate per annum equalatalltimesduringanyInterestPeriodforsuchDailyCompoundedCORRA Loan to

Adjusted Daily Compounded CORRA for such Interest Period plus the Applicable Margin, calculated daily and

payable in arrears, on (i) the applicable Interest Payment Date in respect thereof; and (ii) on the day on which

such Daily CompoundedCORRALoanbecomesdueandpayableinfullpursuanttothe

provisions hereof. Any amount of principal of or interest on any such Daily

Compounded CORRA Loan which is not paid when due (whether at stated

maturity, by acceleration or otherwise) shall be payable on demand and shall

bear interest (both before and after judgment), from the date on which such

amount is due until such amount is paid in full, at a rate per annum equal to the

Canadian Prime Rate in effect from time to time plus the Applicable Margin plus,

to the extent permitted by law, 2%.

(f)Maximum Lawful Rate. Anything herein to the contrary notwithstanding, the

obligations of the Borrowers hereunder shall be subject to the limitation that

payments of interest shall not be required, for any period for which interest is

computed hereunder, to the extent (but only to the extent) that contracting for or

receiving such payment by the respective Lender would be contrary to the

provisions of any law applicable to such Lender limiting the highest rate of

interest which may be lawfully contracted for, charged or received by such

Lender, and in such event the Borrowers shall pay such Lender interest at the

highest rate permitted by applicable law (“Maximum Lawful Rate”); provided,

however, that if at any time thereafter the rate of interest payable hereunder is

less than the Maximum LawfulRate, theBorrowersshallcontinuetopayinterest

hereunder at the Maximum Lawful Rate until such time as the total interest

received by Agent, on behalf of Lenders, is equal to the total interest that would

have been received had the interest payable hereunder been (but for the

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operation of this paragraph) the interest rate payable since the Closing Date as

otherwise provided in this Agreement.

Section 3.06BenchmarkReplacementSetting–SOFR

(1)Inability to determine rates. If, on or prior to the first day of any Interest Period

for any SOFR Loan:

(i)the Agent determines (which determination shall be conclusive and

binding absent manifest error) that Term SOFR or Daily Simple SOFR

cannot be determined pursuant to the definition thereof; or

(ii)the Lenders determine that for any reason in connection with any request

for a SOFR Loan or a conversion thereto or a rollover thereof that Term

SOFR or Daily Simple SOFR for any requested Interest Period with

respect to a proposed SOFR Loan does not adequately and fairly reflect

the cost to such Lenders of making and maintaining such SOFR Loan,

andtheLendershaveprovidednoticeofsuchdeterminationtotheAgent,

the Agent will promptly so notify the Borrowers, the Agent and each Lender. Upon notice thereof being given

by the Agent to the Borrowers, any obligation of the Lenders to make SOFR Loans, and any right of the

Borrowers to rollover SOFR Loans or to convert Base Rate (United States) Advances to SOFR Loans, shall

be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (with

respect to clause (ii), at the instruction of the Lenders) revokes such notice. Upon receipt of such notice, (A)

the Borrowers may revoke any pending request for an advance or rollover of or conversion to SOFR Loans

(to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be

deemed to have converted any such request into a request for an advance of or conversion to Base Rate

(United States) Advances in the amount specified therein and (B) any outstanding

affected SOFR Loans will be deemed to have been converted into Base Rate (United

States) Advances at the end of the applicable Interest Period. Upon any such

conversion, the Borrowers shall also pay accrued interest on the amount so converted,

together with any additional amounts required pursuant to this Agreement.

(2)BenchmarkReplacementSetting.

(i)Benchmark Replacement. Notwithstanding anything to the contrary

herein or in any other Loan Document, upon the occurrence of a

Benchmark Transition Event, the Agent and the Borrowers may amend

this Agreement to replace the then-current Benchmark with a Benchmark

Replacement. Any such amendment with respect to a Benchmark

Transition Event will become effective at 5:00 p.m. (Toronto time) on the

fifth (5th) Business Day after the Agent has posted such proposed

amendment to all affected Lenders and the Borrowers so long as the

Agent has not received, by such time, written notice of objection to such

amendment from Lenders comprising the Majority Lenders. No

replacementofaBenchmarkwithaBenchmarkReplacementpursuantto

this Section 3.06 will occur prior to the applicable Benchmark Transition

Start Date. Each Eligible Hedging Agreement shall be deemed to be a

“Loan Document” for purposes of this Section 3.06.

(ii)BenchmarkReplacementConformingChanges.Inconnectionwiththe

use,administration,adoptionorimplementationofaBenchmark

Replacement, the Agent will have the right to make Conforming Changes

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from time to time and, notwithstanding anything to the contrary herein or

inanyotherLoanDocument,anyamendmentsimplementingsuch

Conforming Changes will become effective without any further action or

consentofanyotherpartytothisAgreementoranyotherLoan

Document.

(iii)Notices; Standards for Decisions and Determinations. The Agent will

promptly notify the Borrowers and the Lenders of (A) the implementation

of any Benchmark Replacement and (B) the effectiveness of any

ConformingChangesinconnectionwiththeuse,administration,adoption

orimplementationofaBenchmarkReplacement.TheAgentwillpromptly

notify Borrowers of the removal or reinstatement of any tenor of a

Benchmark pursuant to Section 3.06(2)(iv). Any determination, decision

or election that may be made by the Agent or, if applicable, any Lender

(or group of Lenders) pursuant to this Section 3.06, including any

determination with respect to a tenor, rate or adjustment or of the

occurrence or non-occurrence of an event, circumstance or date and any

decision to take or refrain from taking any action or any selection, will be

conclusive and binding absent manifest error and may be made in its or

their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as

expressly required pursuant to this Section 3.06.

Unavailabilityof Tenor of Benchmark. Notwithstanding anything tothe contrary herein or in any other Loan

Document, at any time (including in

connection with the implementation of a Benchmark Replacement), (A) if

the then-current Benchmark is a term rate (including the Term SOFR

Reference Rate) and either (x) any tenor for such Benchmark is not

displayed on a screen or other information service that publishes such

rate from time to time as selected by the Agent in its reasonable

discretion or (y) the regulatory supervisor for the administrator of such

Benchmark has provided a public statement or publication of information

announcing that any tenor for such Benchmark is not or will not be

representative, then the Agent may modify the definition of “Interest

Period” (or any similar or analogous definition) for any Benchmark

settingsatoraftersuchtimetoremovesuchunavailableor non-

representative tenor and (B) if a tenor that was removed pursuant to

clause (A) above either (x) is subsequently displayed on a screen or

information service for a Benchmark (including a Benchmark

Replacement) or (y) is not, or is no longer, subject to an announcement

that it is not or will not be representative for a Benchmark (including a

Benchmark Replacement), then the Agent may modify the definition of

“Interest Period” (or any similar or analogous definition) for all

Benchmark settings at or after such time to reinstate such previously

removed tenor.

(iv)BenchmarkUnavailabilityPeriod.UpontheBorrowers’receiptofnotice

of the commencement of a Benchmark Unavailability Period, the

Borrowers may revoke any pending request for a SOFR drawdown of,

conversiontoorrolloverofSOFRLoanstobemade,convertedor

rolled-over during any Benchmark Unavailability Period and, failing that,

the Borrowers will be deemed to have converted any such request into a

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request for a drawdown of, conversion to or rollover of Base Rate (United

States) Advances.

Section 3.07CanadianBenchmarkReplacementSetting

NotwithstandinganythingtothecontraryhereinorinanyotherLoanDocument:

(1)Canadian Benchmark Replacement Setting. Notwithstanding anything to the

contrary herein or in any other Loan Document, if a Canadian Benchmark

Transition Event and its related Canadian Benchmark Replacement Date have

occurred prior any setting of the then-current Benchmark, then (x) if a Canadian

Benchmark Replacement is determined in accordance with clause (a) of the

definitionof“CanadianBenchmarkReplacement”forsuchCanadianBenchmark

Replacement Date, such Canadian Benchmark Replacement will replace such

CanadianBenchmark forallpurposeshereunder andunder anyLoanDocument

in respect of such Canadian Benchmark setting and subsequent Canadian

Benchmark settings without any amendment to, or further action or consent of

any other party to, this Agreement or any other Loan Document and (y) if a

Canadian Benchmark Replacement is determined in accordance with clause (b)

of the definition of “Canadian Benchmark Replacement” for such Canadian

Benchmark Replacement Date, such Canadian Benchmark Replacement will

replace such Canadian Benchmark for all purposes hereunder and under any

LoanDocumentinrespectofanyCanadianBenchmarksettingatorafter5:00

p.m.(Torontotime)onthefifth(5th)BusinessDayafterthedatenoticeofsuch

Canadian Benchmark Replacement is provided to the Borrowers without any

amendment to, or further action or consent of any other party to, this Agreement

or any other Loan Document so long as the Agent has not received, by such

time,writtennoticeofobjectiontosuchCanadianBenchmarkReplacementfrom

any Lender or the Borrowers. If the Canadian Benchmark Replacement is

Adjusted Daily Compounded CORRA, all interest payments will be payable on

the last day of each Interest Period.

(2)CanadianBenchmarkReplacementConformingChanges. In connection with

the use, administration, adoption or implementation of a Canadian Benchmark

Replacement, the Agent will have the right to make Canadian Benchmark

Replacement Conforming Changes from time to time and, notwithstanding

anythingtothecontraryhereinorinanyotherLoanDocument,anyamendments

implementingsuchCanadianBenchmarkReplacementConformingChangeswill

become effective without any further action or consent of any other party to this

Agreement or any other Loan Document.

(3)Notices; Standards for Decisions and Determinations. The Agent will

promptly notify the Borrowers of (i) the implementation of any Canadian

Benchmark Replacement and (ii) the effectiveness of any Canadian Benchmark

Replacement Conforming Changes in connection with the use, administration,

adoption or implementation of a Canadian Benchmark Replacement. The Agent

will notify the Borrowers of (x) the removal or reinstatement of any tenor of a

Canadian Benchmark pursuant to Section 3.07(4) and(y) thecommencement of

any Canadian Benchmark Unavailability Period. Any determination, decision or

election that may be made by the Agent pursuant to this Section 3.07 including

any determination with respect to a tenor, rate or adjustment or of the

occurrence or non-occurrence of an event, circumstance or date and any

decision to take or refrain from taking any action or any selection, will be

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conclusive and binding absent manifest error and may be made in its or their

sole discretion and without consent from any other party to this Agreement or

any other Loan Document, except, in eachcase, asexpresslyrequiredpursuant

to this Section 3.07.

Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any

other Loan Document, at any time (including in connection with the implementation of a Canadian Benchmark

Replacement), (i) if the then-current Canadian Benchmark is a term rate (including Term CORRA) and either

(A) any tenor for such Canadian Benchmark is not displayed on a screen or other information service that

publishes such rate from time to time as selectedbytheAgentinitsreasonablediscretionor(B)the

regulatorysupervisor for the administrator of such Canadian Benchmark has provided a public statement or

publication of information announcing that any tenor for such Canadian Benchmark is not or will not be

representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-

representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is

subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian

Benchmark Replacement) or (B) is not, or is no longer, subject to an announcementthatitisnotorwill

notberepresentativeforaCanadian

Benchmark (including a Canadian Benchmark Replacement), then the Agent

may modify the definition of “Interest Period” (or any similar or analogous

definition) for all Canadian Benchmark settings at or after such time to reinstate

such previously removed tenor.

(4)Canadian Benchmark Unavailability Period. Upon the Borrowers’ receipt of

notice of the commencement of a Canadian Benchmark Unavailability Period,

theBorrowersmayrevokeanypendingrequestforanAdvanceof,conversionto

or rollover of Advances, which are of the Type that have a rate of interest

determined by reference to the then-current Canadian Benchmark, to be made,

converted or continued during any Canadian Benchmark Unavailability Period

and, failing that, the Borrowers will be deemed to have converted any such

request into a request for an Advance of or conversion to, (i) for a Canadian

BenchmarkUnavailabilityPeriodinrespectofTermCORRA,DailyCompounded

CORRA Loans, and (ii) for a Benchmark Unavailability Period in respect of a

Benchmark other than Term CORRA, Canadian Prime Rate Advances.

Section 3.08InabilitytoDetermineRates–CORRA.

(1)Subject to Section 3.07, if, on or prior to the first dayof anyInterest Period for any

Term CORRA Loan:

(i)the Agent determines (which determination shall be conclusive and

binding absent manifest error) that “Adjusted Term CORRA” or “Adjusted

Daily Compounded CORRA”, as applicable, cannot be determined

pursuant to the definition thereof, for reasons other than a Canadian

Benchmark Transition Event, or

(ii)the Required Lenders determine that for any reason in connection with

any request for a Term CORRA Loan or a Daily Compounded CORRA

Loan, as applicable, or a conversion thereto or a rollover thereof that

Term CORRA or Daily Compounded CORRA, as applicable, for any

requested Interest Period with respect to aproposed Term CORRALoan

or Daily Compounded CORRA Loan, does not adequately and fairly

reflect the cost to such Lenders of making and maintaining such

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Advance, and the Required Lenders have provided notice of such

determination to the Agent,

theAgentwillpromptlysonotifytheBorrowersandeachLender.

Upon delivery of such notice by the Agent to the Borrowers under Section 3.08(1), any obligation of the

Lenders to make Term CORRA Loans or Daily Compounded CORRA Loans, as applicable, and any right of

the Borrower to continue Term CORRA Loans or Daily Compounded CORRA Loans, as applicable,orto

convertCanadianPrimeRateAdvancestoTermCORRALoans or Daily Compounded CORRA Loans, shall

be suspended (to the extent of the affected Term CORRA Loans or Daily Compounded CORRA Loans, as

applicable, or affected Interest Periods) until the Agent (with respect to clause(ii), at the instruction of the

Required Lenders) revokes such notice.

(2)Upon delivery of such notice by the Agent to the Borrower under Section 3.08(1),

(i)(x) the Borrowers may revoke any pending request for an Advance of,

conversion to or rollover of Term CORRA Loans or Daily Compounded CORRA

Loans, (to the extent of the affected Term CORRA Loans or Daily Compounded

CORRA Loans, or affected Interest Periods); (y) in respect of Term CORRA

Loans, the Borrowers may elect to convert any such request into a request for an

Advance of or conversion to Daily Compounded CORRA Loans; or, failing such

revocation or election, (z) the Borrowers will be deemed to have converted any

such request into a request for an Advance of or conversion to Canadian Prime

Rate Advances, in the amount specified therein and (ii)(x) in respect of Term

CORRA Loans, the Borrowers may elect to convert any outstanding affected

Term CORRA Loans at the end of the applicable Interest Period, into Daily

Compounded CORRA Loans, and (y) otherwise, or failing such election, any

outstanding affected Term CORRA Loans or Daily Compounded CORRA Loans,

as applicable, will be deemed to have been converted, at the end of the

applicable Interest Period, into Canadian Prime Rate Advances. Upon any such

conversion, the Borrowers shall also pay accrued interest on the amount so

converted, together with any additional amounts required pursuant to Section

2.09(3).

ARTICLE 4

LETTERSOFCREDIT

Section 4.01Lettersof Credit.

The Fronting Letter of Credit Lender agrees on the terms and conditions of this

Agreement and in accordance with the applicable Issue Notice, to issue Letters of Credit for the

account of the Borrowers on any Business Day prior to the Maturity Date.

Section 4.02IssueNotice.

Each Issue shall be made on notice (an “Issue Notice”) given by the applicable

Borrower to the Fronting Letter of Credit Lender not later than 11:00 a.m. (Toronto time) on the

number of days’ notice specified in SCHEDULE4. The Issue Notice shall be in substantially the

form of SCHEDULE 3, shall be irrevocable and binding on the applicable Borrower and shall

specify (i) the requested date of Issue (the “Issue Date”); (ii) the type and currency of such

Letter of Credit; (iii) the Face Amount of the Letter of Credit; (iv) the expiration date of the Letter

of Credit (which expiration date shall not (i) exceed 365 days from the Issue Date subject to

such extensions thereof of not more than 365 days as may be notified by the applicable

Borrower to the Fronting Letter of Credit Lender or (ii) extend beyond the MaturityDate, unless

as of the applicable Issue Date or date of extension as to each Letter of Credit preceding the

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Maturity Date, such Letters of Credit are Cash Collateralized), and (v) the name and address of

the Beneficiary.

Section 4.03Formof Letters of Credit.

EachLetterofCreditshall(i)bedatedtheIssueDate;(ii)haveanexpirationdateonthe date specified in

Section 4.02 or, if such date is not a Business Day on the Business Day immediately preceding such date;

(iii) comply with the definition of Letter of Credit; (iv) beissued in Canadian Dollars, U.S. Dollars or any other

currency agreed to by the Fronting Letter ofCreditLender;(v)be on the standard documentary forms

required by the Fronting Letter of

Credit Lender; and (vi) be subject to prior entry by the applicable Borrower into such master

agreement, application and other standard forms required by the Fronting Letter of Credit

Lender.

Section 4.04Procedurefor Issuance of Letters of Credit.

(1)Notlaterthan12:00noon(Torontotime)onanapplicableIssueDate,theFronting

Letter of Credit Lender will complete and issue an appropriate type of Letter of Credit (i) dated

the Issue Date; (ii) in favour of the Beneficiary; (iii) in a Face Amount equal to the amount

referred to in Section 4.02; and (iv) with the expiration date, as specified by the applicable

Borrower in its Issue Notice (subject to Section 4.03).

(2)The aggregate undrawn Face Amount of all Letters of Credit shall not, at any time,

exceed the lesser of (i) the Fronting Letter of Credit Lender’s Fronting Letter of Credit

Commitment, and (ii) the remaining Commitment of all of the Lenders, less the aggregate

outstanding principal balance of the Accommodations Outstanding under the Credit Facility

(including, for greater certainty, Swingline Advances).

(3)Unless otherwise agreed by the Fronting Letter of Credit Lender, no Letter of

Credit shall require payment against a conforming draft to be made thereunder on the same

Business Day upon which such draft is presented, if such presentation is made after 10:00 a.m.

(local time) on such Business Day.

(4)Prior to the Issue Date, theapplicableBorrower shallspecify aprecise description

of the documents and the verbatim text of any certificates to be presented by the Beneficiary

which, if presented by the Beneficiary, would require the Fronting Letter of Credit Lender to

make payment under its applicable Letter of Credit. The Fronting Letter of Credit Lender may,

before the issue of the Letter of Credit and in consultation with the applicable Borrower, require

changes in any such documentation or certificate.

(5)In determining whether to pay under any Letter of Credit, the Fronting Letter of

Credit Lender shall be responsible only to determine that the documents and certificates

required to be delivered under such Letter of Credit have been delivered and that they comply

on their face with the requirements of such Letter of Credit.

Section 4.05PaymentofAmountsDrawnUnderLettersofCredit.

(1)The Fronting Letter of Credit Lender shall notify the applicable Borrower with

notice to the Agent on or before the date on which the Fronting Letter of Credit Lender intends

to honour any drawing under a Letter of Credit.

(2)In respect of each Letter of Credit, unless,

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(i)on the date of such drawing, the applicable Borrower has in response to

a demand from the Fronting Letter of Credit Lender deposited, in the

same day funds, to the applicable Borrower’s Account an amount equal

to the amount of such drawing,

then

theapplicableBorrowershallbedeemedtohavegivenaBorrowing Noticetothe Agent,requestinga

Canadian Prime Rate Advance,Base

Rate (Canada) Advance or Base Rate (United States) Advance, as

applicable, under the Credit Facility, and as determined by the Agent

actingreasonably,basedupontheamountrequiredonthedateonwhich

such drawing is honoured in an amount equal to the amount of such

drawing (and the obligations in respect of any Letter of Credit

denominated in a currency other than Canadian Dollars or U.S. Dollars

shall be converted to U.S. Dollars for purposes hereof based on the

Equivalent Amount thereof in U.S. Dollars);

(i)the Lenders shall, on the date of such drawing, make such Canadian

PrimeRateAdvance,BaseRate(Canada)AdvanceorBaseRate(United

States) Advance, as applicable, rateably under the Credit Facility, as

applicable; and

(ii)the Agent shall pay the proceeds thereof to the Fronting Letter of Credit

Lender as reimbursement for the amount of such drawing. The Agent

shallpromptlynotifytheapplicableBorrowerofanysuchCanadianPrime

Rate Advance, Base Rate (Canada) Advance or Base Rate (United

States) Advance, as applicable.

(3)Each Lender, as applicable, shall be required to make its rateable portion of the

Advances referred to in Section 4.05(2) notwithstanding, (i) the amount of the Borrowing may

not comply with the minimum amount for Borrowings otherwise required under this Agreement;

(ii) that the conditions specified in Article 6 are not then satisfied; (iii) that a Default or Event of

Default has occurred and is continuing; (iv) the date of such Borrowing; (v) anyreduction of the

CommitmentafteranyLetterofCreditwasissuedbytheFrontingLetterofCreditLender;or

(v)the Accommodations Outstanding under the Credit Facility after giving effect to such

Advances would exceed the Commitment.

Section 4.06Fees.

(1)The applicable Borrower shall pay to the Agent, for the account of the Lenders, as

applicable, a Letter of Credit fee with respect to each outstanding Letter of Credit issued by the

Fronting Letter of Credit Lender at a rate per annum equal to the Applicable Margin, calculated

on the basis of the undrawn Face Amount of each such Letter of Credit, and a year of 365 or

366 days, calculated daily and payable in arrears on the third Business Day of each Financial

Quarter in respect of the immediately preceding Financial Quarter, and on the Maturity Date in

respect of the Credit Facility (the foregoing fees to be payable (x) in Canadian Dollars, with

respecttoLettersofCreditdenominatedinCanadianDollars,(y)inU.S.Dollars,withrespectto

Letters of Credit denominated in U.S. Dollars), and (z) in the applicable currency of any Letter

of Credit denominated in a currency other than Canadian Dollars or U.S. Dollars.

The applicable Borrower shall pay to the Fronting Letter of Credit Lender, a fee equal to 25 basis points per

annum, calculated on the basis of the undrawn Face Amount of each outstanding Letter of Credit issued by

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the Fronting Letter of Credit Lender and a year of 365 or 366 days, calculated daily and payable in arrears on

the third Business Day of each Financial Quarter in respect of the immediately preceding Financial Quarter,

and on theMaturity Date (the foregoing fees to be payable (x) in Canadian Dollars, with respect to Letters of

Credit denominated in Canadian Dollars. (y) in U.S. Dollars, with respect to Letters of Credit

denominatedinU.S.Dollars),and(z)intheapplicablecurrencyofanyLetterofCredit

denominated in a currency other than Canadian Dollars or U.S. Dollars.

(2)The applicable Borrower shall pay to the Fronting Letter of Credit Lender its (i)

set-up fees, cable charges and other customary miscellaneous charges in respect of the issue

of Letters of Credit by it; and (ii) documentary and administrative charges for amending,

transferring or drawing under, as the case may be, Letters of Credit of a similar amount, term

and risks upon the amendment or transfer of each Letter of Credit and each drawing made

thereunder (the foregoing fees to be payable (x) in Canadian Dollars, with respect to Letters of

Credit denominated in Canadian Dollars, (y) in U.S. Dollars, with respect to Letters of Credit

denominated in U.S. Dollars), and (z) in the applicable currency of any Letter of Credit

denominated in a currency other than Canadian Dollars or U.S. Dollars.

Section 4.07Obligations Absolute.

Subject to Section 4.04(5), the obligation of the applicable Borrower to reimburse the

Fronting Letter of Credit Lender for drawings madeunder the Letters of Credit issued byit shall

be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this

Agreement under all circumstances, including:

(1)any lack of validity or enforceability of any Letter of Credit;

(2)theexistence of anyclaim, compensation, set-off, defence or other right which the

applicable Borrower may have at anytime against a Beneficiaryor anytransferee of anyLetter

of Credit (or any Persons for whom any such transferee may be acting), the Fronting Letter of

Credit Lender or anyother Person,whether inconnectionwiththisAgreement, thetransactions

contemplated herein and therein or any unrelated transaction (including any underlying

transaction between any Tucows Group Entity or any Ting Fiber Group Entity and the

Beneficiary of any Letter of Credit);

(3)any draft, demand, certificate or any other document presented under any Letter

of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein

being untrue or inaccurate in any respect;

(4)any other circumstances or happenings whatsoever, which are similar to any of

the foregoing; or

(5)that a Default or an Event of Default shall have occurred and be continuing.

Section 4.08Indemnification;Nature of Fronting Letter of Credit Lender’s Duties.

In addition to amounts payable as elsewhere provided in this Article 4, the applicable Borrower hereby agrees

to protect, indemnify, pay and save the Fronting Letter of Credit Lender harmless from and against any and

all claims or losses (including reasonable legal fees and expenses) which the Fronting Letter of Credit Lender

may incur or be subject to as a consequence, direct or indirect, of (A) the application for or issuance of or

drawing under any Letter of Credit, other than as a result of the gross negligence or wilful misconduct of the

Fronting Letter of Credit Lender as determined by a court of competent jurisdiction, provided that the Fronting

Letter of Credit Lender acts in good faith; or (B) the failure of the Fronting Letter of Credit Lender to honour a

drawing under any Letter of Credit as a result of any act or

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omission, whether rightful or wrongful, of any present or future Governmental Entity prohibiting

the payment of such drawing (all such acts or omissions herein called “Government Acts”).

(6)As between the applicable Borrower and the Fronting Letter of Credit Lender, the

applicable Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of

Credit issued by the Fronting Letter of Credit Lender, by the Beneficiary of such Letter of Credit.

Except to ensure compliance with the applicable Letter of Credit, the Fronting Letter of Credit

Lender shall not have any responsibility for (A) the form, validity, accuracy, genuineness or

legal effect of any document submitted by any party in connection with the application for,

issuance of or drawing under any Letter of Credit (even if it should in fact prove to be in any or

all respects invalid, inaccurate, fraudulent or forged); (B) the validity or sufficiency of any

instrument transferring or assigning (or purporting to transfer or assign) any Letter of Credit or

the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be

invalid or ineffective for any reason; (C) errors, omissions, interruptions or delays in

transmissionordeliveryofanymessages,bymail,cable,telegraph,telexorotherwise(whether

or not they are in cipher); (D) errors in interpretation of technical terms; (E) any loss or delay in

the transmission or otherwise of any document required in order to make a drawing under any

Letter of Credit or of the proceeds thereof; (F) the misapplication by the Beneficiary of any

Letter of Credit or of the proceeds of any drawing under such Letter of Credit; and (G) any

consequences arising from causes beyond the control of the Fronting Letter of Credit Lender

including any Government Acts. None of the above shall affect, impair, or prevent the vesting of

any of the Fronting Letter of Credit Lender’s powers hereunder. Any action taken or omitted by

the Fronting Letter of Credit Lender under or in connection with any Letter of Credit issued by it

or the related certificates if taken or omitted in good faith, shall not put the Fronting Letter of

Credit Lender under any resulting liability to the applicable Borrower provided that the Fronting

Letter of Credit Lender acts without intentional or gross fault and has not engaged in wilful

misconduct.

(7)The applicable Borrower shall have no obligation to indemnify the Fronting Letter

of Credit Lender in respect of anyliabilityincurred bytheFronting Letter of Credit Lender to the

extent determined by a final non-appealable judgment of a court of competent jurisdiction to

have been caused by the gross negligence or wilful misconduct of the Fronting Letter of Credit

Lender, or out of the wrongful dishonour by the Fronting Letter of Credit Lender of a proper

demand for payment made under any Letter of Credit issued by it.

Section 4.09Repayments.

(1)If the applicable Borrower shall be required to repay the Accommodations

Outstanding under the Credit Facility pursuant to Article 2 or Article 9, then the applicable

Borrower shall pay to the Fronting Letter of Credit Lender, to the extent required pursuant

thereto and in the amount provided therein, an amount equal to the Fronting Letter of Credit

Lender’s contingent liability in respect of any Letter of Credit outstanding hereunder, including

any Letter of Credit which is the subject matter of anyorder, judgment, injunction or other such

determination (a “Judicial Order”) restricting payment by the Fronting Letter of Credit Lender

under and in accordance with such Letter of Credit beyond the expiration date stated therein

other than any Judicial Order permanently enjoining the Fronting Letter of Credit Lender from

paying under such Letter of Credit. Payment in respect of each such Letter of Credit shall be

due in the currency in which such Letter of Credit is denominated.

The Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issuedbyit,uponthedateon

whichanyfinalandnon-appealableorder,judgmentorother

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suchdeterminationhasbeenrenderedorissuedeitherterminatingtheapplicableJudicialOrder

or permanently enjoining the Fronting Letter of Credit Lender from paying under such Letter of

Credit, pay to the applicable Borrower an amount equal to the aggregate of (y) the difference

between the amount paid to the Fronting Letter of Credit Lender pursuant to Section 4.09(1)

and the amounts paid by the FrontingLetterofCreditLenderundersuch Letter ofCredit, and

(z) interest on such amount, if any, determined at the Fronting Letter of Credit Lender’s

applicable wholesale deposit rate for the relevant currency.

(2)The Fronting Letter of Credit Lender shall, with respect to any Letter of Credit

issued by it, upon the earlier of (A) the date on which either (x) the original counterpart of such

Letter of Credit is returned to the Fronting Letter of Credit Lender for cancellation, or (y) the

Fronting Letter of Credit Lender is released by the Beneficiary from any further obligations in

respect thereof; and (B) the expiry (to the extent permitted by Law) of such Letter of Credit, pay

to the Borrowers an amount equal to the aggregate of (y) the difference between the amount

paid to the Fronting Letter of Credit Lender pursuant to Section 4.09(1) and the amounts paid

by the Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such

amount, if any, determined at the Fronting Letter of Credit Lender’s applicable wholesale

deposit rate for the relevant currency.

Section 4.10CashCollateral.

(1)At any time that there shall exist a Defaulting Lender, within three (3) Business

Days following the receipt by the applicable Borrower of written request of the Agent or any

Fronting Letter of Credit Lender (with a copy to the Agent) the applicable Borrower shall Cash

Collateralize such Fronting Letter of Credit Lender’s Fronting Exposure with respect to such

Defaulting Lender (determined after giving effect to Section 2.15(1)(iv) and anyCash Collateral

provided by such Defaulting Lender) in an amount not less than the Minimum Collateral

Amount.

(2)The applicable Borrower, and to the extent provided by any Defaulting Lender,

such Defaulting Lender, shall grant to the Agent, for the benefit of the applicable Fronting Letter

of Credit Lender, and agrees to maintain, a first priority security interest in all such Cash

Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of

the applicable Borrower’s Letter of Credit Obligations, to be applied pursuant to clause (3)

below. If at any time the Agent reasonably determines that Cash Collateral is subject to any

right or claim of any Person other than the Agent and the applicable Fronting Letter of Credit

Lender as herein provided, or that the total amount of such Cash Collateral is less than the

applicable Minimum Collateral Amount, the applicable Borrower will, promptly upon demand by

the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to

eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting

Lender).

(3)Notwithstanding anything to the contrary contained in this Agreement, Cash

Collateral provided under this Section 4.10 or Section 2.13 in respect of Letters of Credit shall

beapplied to satisfytheDefaulting Lender’s obligation to fundparticipations inrespect of Letter

of Credit Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any

interest accrued on such obligation) for which the Cash Collateral was soprovided, prior to any

other application of such property as may otherwise be provided for herein.

Cash Collateral (or the appropriate portion thereof) provided to reduce any Fronting Letter ofCredit Lender’s

FrontingExposure shall no longer be required to be held as

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Cash Collateral pursuant to this Section 4.10 (and shall be returned to the applicable Borrower

within three (3) Business Days) following (i) the elimination of the applicable Fronting Exposure

(including by the termination of Defaulting Lender status of the applicable Lender whether by a

cure of such status in accordance with Section 2.15(2) or by removal of such Lender pursuant

to Section 2.16), or (ii) the determination by the Agent and the applicable Fronting Letter of

CreditLenderthatthereexistsexcessCashCollateral;providedthatthePersonprovidingCash

Collateral and the applicable Fronting Letter of Credit Lender may agree that Cash Collateral

shall be held to support future anticipated Fronting Exposure or other obligations and provided

further that to the extent that such Cash Collateral was provided by the applicable Borrower,

such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan

Documents.

ARTICLE 5

SECURITY/GUARANTEES

Section 5.01Security.

The Loan Parties have provided to the Agent, for and on behalf of the Secured Parties

ascontinuingcollateralsecurityforthepresentandfutureindebtednessandliabilityoftheLoan

Parties to the Secured Parties hereunder and under the other Loan Documents, in each case,

to the extent specified in the applicable documents relating to such security, the following

security in form and substance satisfactory to the Agent acting reasonably, together with any

relevant power of attorney, registrations, filings and other supporting documentation and

opinions of counsel as requested by the Agent or its counsel(acting reasonably) (together with

the security required pursuant to this Agreement or otherwise delivered in connection with this

Agreement or the other Loan Documents from time to time, the “Security”):

(i)a full recourse guarantee from each of the Borrowers and each other

Subsidiary that becomes a Guarantor hereunder;

(ii)a general pledge and security agreement (or local law equivalent,

including moveable hypothec to the extent any of the Loan Parties has

any tangible Assets or is domiciled in the Province of Quebec)

constituting a first-ranking charge on all personal property and assets of

each of the Loan Parties (including a pledge in respect of all Equity

Interests held by a Loan Party in the capital of any Subsidiary thereof, in

each case, together with all certificates (if any) evidencing such

ownership and stock transfer powers in respect of same), subject, if and

to the extent applicable, to any Permitted Lien, the exceptions specified

therein and other customary exceptions (each such agreement, a

“Pledge and Security Agreement”);

in respect of anyIntellectual Property of the Loan Parties registered with, or with respect to which an

application (other than any United States trademark applications constituting Excluded Assets) for registration

is pending with, the United States Patent and Trademark Office, the United States Copyright Office or the

Canadian Intellectual Property Office, a customary intellectual property security agreement in respect thereof

governed by the laws of New York or Ontario, as applicable;

(iii)appropriate evidence showing first loss payable and additional insured

clausesorendorsementswithrespecttotheapplicablepropertyandthird

partyliabilityinsurancepoliciesofeachLoanPartyinfavouroftheAgent;

and

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(iv)other securityconsistent with the foregoing which maybe requiredinany

applicable jurisdiction to effect the registration and perfection of any of

the foregoing.

Section 5.02AdditionalGuarantors.

The Loan Parties shall ensure that the Adjusted EBITDA of the Loan Parties at all times

represents at least 85% of the consolidated Adjusted EBITDA of the Parent and its Subsidiaries

(excluding the Ting Fiber Group) (in each case for the relevant Rolling Period in respect of

which the Agent and the Lenders have received a Compliance Certificate hereunder). The

Parent shall cause such additional Subsidiaries of the Parent to become Guarantors hereunder

and provide the other Security required herein as may be necessary to comply with the

foregoing requirements.

Section 5.03Mortgaged Property.

Each Loan Party shall, provide and maintain with the Agent, for and on behalf of the

Secured Parties no later than ninety (90) days after the Closing Date or promptly upon the

acquisition thereof, as applicable, a registered first priority debenture/hypothec (subject to

Permitted Liens) in respect of any Material Owned RealPropertyowned on theClosing Date or

acquired thereafter (the owned real/immoveable property so subject to such debentures/

hypothecs at anytime is herein referred to as the “Mortgaged Property”), together with an

opinion of Borrowers’ counsel with respect thereto, an ALTA lender’s title insurance policy

insuring such debenture/hypothec, a current ALTA survey, certified to Agent by a licensed

surveyor, a certificate from a national certification agency indicating whether such Mortgaged

Property is located in a special flood hazard area, an environmental audit and any other item

reasonably necessary in order to obtain any of the foregoing in form and substance reasonably

acceptable to Agent.

Section 5.04ObligationsSecured bythe Security.

The documents constituting the Security shall secure the present and future indebtedness, obligations and

other liabilities of each of the applicable Loan Parties specified therein to the Secured Parties under the Loan

Documents to which such Loan Party is a party, including the Other Secured Obligations and excluding the

Excluded Swap Obligations (the “Secured Obligations”) and all such Secured Obligations shall rank pari

passu with each other and any proceeds from any realization of the Collateral shall be applied to the Secured

Obligations rateably in accordance with Section 9.03 (whether suchCollateral is in the name of the Agent or

in the name of any one or more of the Lenders, the Service Lenders or Hedge Lenders and without regard to

any priority to which any Lender, the Service Lenders or Hedge Lender may otherwise be entitled under

applicable law). Notwithstanding the rights of the Hedge Lenders and the Service Lenders to benefit from the

Security, all decisions concerning the Securityand the enforcement thereof shallbe made bytheLenders or

the MajorityLenders inaccordancewiththisAgreementandtheotherLoanDocuments.NoHedge

Lenderor

Service Lender shall have any additional right to influence the Security or the enforcement

thereof as long as this Agreement remains in force.

(3)The Eligible Hedging Agreements shall not cease to be secured except in

accordance with the terms of such agreements or with the prior written consent of the Lead

Swap Arranger. If the Accommodations Outstanding have been indefeasibly paid and

performed in full in cash and this Agreement and the Commitments have been terminated, the

Lead Swap Arranger, the Hedge Lenders and the Service Lenders will release their interest in

the Security upon receiving collateral to secure the present or future obligations under their

respective Eligible Hedging Agreement or Other Secured Agreements, as applicable, in an

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amount and on terms satisfactory to the Lead Swap Arranger or such Service Lenders, acting

reasonably (or as otherwise provided in the applicable Eligible Hedging Agreement or Other

Secured Agreement) and such Secured Obligations shall continue to rank pari passu with each

other and such collateral shall be applied rateably to such Secured Obligations (and decisions

concerning the Security shall be made by the Lead Swap Arranger and the Service Lenders as

they may determine among themselves). The provisions of this Section 5.04(2) shallsurvivethe

termination of this Agreement and the repayment of the Accommodations Outstanding. In

addition and for greater certainty, as between the Agent and the Lenders only, the Lead Swap

Arranger shall not be responsible for monitoring or verifying the outstanding obligations under

Eligible Hedging Agreements from time to time, and for monitoring or verifying the priority and

effectiveness of the Liens securing the Eligible Hedging Agreement obligations. The Agent shall

not be responsible for monitoring or verifying outstanding Eligible Hedging Agreement

obligations or for monitoring or verifying the effectiveness, or rank or priority of any Liens

securing Eligible Hedging Agreement obligations. Each Hedge Lender shall be responsible for

making its own verification and monitoring in this regard.

Section 5.05Further Assurances.

Each of the Loan Parties agrees that it will from time to time at its expense duly

authorize, execute and deliver or cause to be duly authorized, executed and delivered to the

Agent such further instruments and documents and take such further action within its control as

the Agent may reasonably request for the purpose of obtaining or preserving the full benefits

granted or intended to be granted to the Agent by the Loan Documents (other than Eligible

Hedging Agreements or Other Secured Agreements) and of the rights and remedies therein

granted to the Agent, including the filing of financing statements or other documents under any

applicable Law with respect to the Liens created thereby. Each of the Loan Parties

acknowledges that the Loan Documents have been prepared on the basis of applicable Law

and the corporate structure and capitalization of the Loan Parties in effect on the date thereof,

and that changes to applicable Law or the corporate structure and capitalization of the Loan

Parties may require the execution and delivery of different forms of documentation, and

accordingly the Agent shall have the right (acting reasonably) to require that the Loan

Documents (other than Eligible Hedging Agreements or Other Secured Agreements) be

amended, supplemented or replaced (and the Parent shall duly authorize, execute and deliver

(or cause to be authorized, executed and delivered) to the Agent any such amendment,

supplement or replacement reasonably requested by the Agent with respect to any of the Loan

Documents (other than Eligible Hedging Agreements or Other Secured Agreements)) within five

(4)BusinessDaysofpresentationofreasonabledraftsthereof(i)toreflectanychangein

applicable Law or the corporate structure and capitalization of the Loan Parties; (ii) to facilitate the creation

and registration of appropriate forms of securityin applicable jurisdictions; or (iii) to

confer upon the Agent Liens similar to the Liens created or intended to be created by the Loan

Documents.

Section 5.06SecurityPrinciples

Notwithstandinganythingtothecontrary,theCollateralshallexcludethefollowing:(i)

(A)anyownedandleasedreal/immoveableproperty otherthanMaterialOwnedRealProperty;

(ii) any governmental licenses or state or local franchises, charters or authorizations, to the

extent a security interest in any such licenses, franchise, charter or authorization would be

prohibited or restricted thereby (including any legally effective prohibition or restriction, but

excluding any prohibition or restriction that is ineffective under the PPSA or the UCC (or similar

regulation in any applicable jurisdiction)), (iii) pledges and security interests prohibited by

applicable Law (including any legally effective requirement to obtain the consent of any

Governmental Entity), (iv) Margin Stock and, to the extent prohibited by, or creating an

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enforceable right of termination in favor of any other party thereto under (other than the Loan

Parties or any of their Affiliates), the terms of any applicable organizational documents, joint

venture agreement or shareholders’ agreement, equity interests in any Person other than

Wholly-Owned Subsidiaries, (v) Assets to the extent a security interest in such Assets would

result in material adverse tax consequences as reasonably determined by the Parent in

consultation with the Agent, (vi) anyintent-to-use United States trademark application for which

an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c)

or15U.S.C.§1051(d),respectively,oriffiled,hasnotbeendeemedinconformancewith15

U.S.C.§1051(a)orexaminedandaccepted,respectively,bytheUnitedStatesPatentand

Trademark Office, but solely to the extent, if any, that, and solely during the period, if any, in

which the grant of a security interest therein would impair the validity or enforceability of any

registrationthatissuesfromsuchintent-to-useapplicationunderapplicablefederallaw,(vii)any

lease, license or other agreement in respect of personal property (including pursuant to a

purchase money security interest or similar arrangement) and the property subject to such

lease, license or agreement to the extent that a grant of a security interest therein would violate

or invalidate such lease, license or agreement (or purchase money arrangement) or create a

right oftermination in favor of any other party thereto (other than any Tucows Group Entity)

after giving effect to the applicable anti-assignment provisions of the PPSA or the UCC (or

similar regulation in any applicable jurisdiction) or other similar applicable law, other than

proceeds and receivables thereof, the assignment of which is expressly deemed effective under

the PPSA or the UCC (or similar regulation in any applicable jurisdiction) or other similar

applicable Law notwithstanding such prohibition, and (viii) other assets agreed to by the

Majority Lenders in writing. The Collateral may also exclude those Assets as to which the Agent

and the Parent reasonably agree in writing that the cost of obtaining such a security interest or

perfection thereof are excessive in relation to the benefit to the Secured Parties of the security

to be afforded thereby (the foregoing described in the previous two sentences are collectively

referred to as the “Excluded Assets”).

In addition, (a) no control agreements or other perfection actions shall be required with respecttoany

securitiesaccountsorcommoditiesaccountscoveredby Section8.01(17), (b) no perfectionactionsshallbe

requiredwithrespecttoletterofcreditrights,excepttothe extent constituting a supporting obligation for

other Collateral as to which perfection is accomplished solelybythefilingofaPPSAorUCCfinancing

statement(orsimilarfilinginanyapplicable jurisdiction) (it being understood that no actions shall be

required to perfect a security interest in letterofcreditrights,otherthanthefilingofaPPSAorUCC

financingstatement(orsimilar filing in any applicable jurisdiction)), and (c) no perfection actions shall be

required with respect tomotorvehiclesandotherassetssubjecttocertificatesoftitlewithavaluenotin

excessof

$100,000 each and commercial tort claims with a value not in excess of $500,000 each other

than the filing of a PPSA or UCC financing statement (or similar filing in any applicable

jurisdiction).

ARTICLE 6

CONDITIONSOFLENDING

Section 6.01ConditionsPrecedenttoEffectiveness.

TheeffectivenessofthisAgreementissubjecttothefollowingconditionsprecedent

being satisfied on or prior to the date of this Agreement:

(1)execution anddeliveryof this Agreement bythe LoanParties, the Agent andeach

of the Lenders;

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(2)the Agent shall have received a copy (certified by an authorized officer of the

applicable Loan Party) of (i) the charter documents and by-laws (or equivalent) of each Loan

Party; (ii) the resolutions of the board of directors (or equivalent governing body) of each Loan

Party approving the borrowing and other matters contemplated by this Agreement; and (iii) all

other instruments evidencing necessary corporate or other action of each Loan Party with

respect to such matters;

(3)the Agent shall have received a certificate of a senior officer of each Loan Party

certifying the names and true signatures of its officers authorized to sign this Agreement and

the Loan Documents to which it is a party;

(4)the Agent shallhavereceived a certificate of status, compliance, goodstanding or

like certificate, if applicable, with respect to each Loan Party issued by the appropriate

Governmental Entity in the jurisdiction of its incorporation or formation;

(5)the Agent shall have received favourable opinions of counsel to the Loan Party in

the jurisdiction of incorporation of such entity (if applicable) and each other relevant jurisdiction

covering such matters relating to the Loan Party as the Agent shall reasonably request;

(6)receipt by the Agent and the Lenders of a Compliance Certificate calculating the

financial covenants specified in Section 8.03 herein on a pro forma basis and evidencing

compliance by the Parent therewith (using Adjusted EBITDA and Interest Expense for last

twelve months ending June 30, 2023 including Funded Debt as of the date hereof);

(7)without limiting Section 6.02, the Agent and the Lenders shall have received a

certificate of an officer of the Loan Parties certifying (i) that all of the representations and

warranties, except where made only as of an earlier date, of the Loan Parties herein are true

and correct on and as of the Closing Date, and (ii) that no Default or Event of Default has

occurred and is continuing or would result from theclosing of the transactions contemplated by

this Agreement;

all reasonable and documented out-of-pocket fees and expenses (including the reasonable legal fees and

disbursements of legal counsel) payable under or in connection with this Agreement shall have been paid in

full;

(8)receipt by the Lenders of the most recent Financial Quarter unaudited

consolidated financial statements of the Tucows Group and Ting Fiber Group on a

Consolidated Basis;

(9)no litigation shall directly or indirectly affect any Tucows Group Entity other than

litigation which could not reasonably be expected to result in a Material Adverse Change;

(10)the Agent and the Lenders shall be satisfied with the organizational and capital

structure of the Tucows Group and Ting Fiber Group as at the Closing Date;

(11)the Agent and the Lenders shall be satisfied that, since June 30, 2023, there has

not been a Material Adverse Change and they shall be satisfied with the disclosure of the

Borrowers and other Loan Parties material contingent obligations since such date;

(12)theAgentshallhavereceivedasatisfactorypayoutletterdulyexecutedbyeachof

Royal Bank of Canada, as agent, in respect of the existing credit facility in favour of certain of

the Loan Parties, along with total discharges of, or an undertaking to discharge, any and all

security interests related to such facilities previously filed against of the Loan Parties;

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(13)all documents and instruments shall have been properly registered, recorded and

filed in all places which, searches shall have been conducted in all jurisdictions which, and

deliveries of all consents, approvals, acknowledgments, undertakings, directions,

postponements, subordinations (including in respect of shareholder debt), non-disturbance

agreements, control agreements, estoppel letters or certificates, negotiable documents of title

and other documents and instruments to the Agent shallhave been made which, in theopinion

of the Lenders’ counsel, are necessary to make effective the Securitycreated or intended to be

created by the Loan Parties pursuant to the Loan Documents and to ensure the perfection and

the intended first ranking priority (subject to Permitted Liens) of the Security;

(14)the Agent shall have received evidence of the receipt by the Loan Parties of all

necessary consents and approvals required from any creditor, Governmental Entity or other

Person for the entry into, execution and delivery of the Loan Documents and the performance

of their obligations thereunder, satisfactory to the Agent, acting reasonably;

(15)the Agent and the Lenders shall have received a satisfactory certificate of

insurance issued by the Loan Parties’ insurance broker in respect of all policies maintained by

theLoanPartieswhichare,inthecaseofliabilityinsurance,tonametheAgentasanadditional

insured, mortgagee (or first mortgagee in such jurisdictions where it is conventional to indicate

the rank of such interest) and, in the case of property insurance (excluding accounts receivable

insurance), loss payee (or first loss payee in such jurisdictions where it is conventional to

indicate the rank of such interest), in Canada and the United States and in other jurisdictions

where it is customary to do so in the relevant jurisdiction in which the Loan Party has an

insurance policy;

the Agent and the Lenders shall have completed to their satisfaction a due diligence review of the Tucows

Group, the Ting Fiber Group and the property, assets and undertakings of each Tucows Group Entity and

Ting Fiber Group Entity, including all financial, environmental, legal, know-your-client and anti-money

laundering due diligence; and

(16)receipt by the Agent of any additional disclosure, documents or information that

may be reasonably requested by the Agent or the Lenders.

Section 6.02ConditionsPrecedenttoAllAccommodationsandConversions.

(1)The obligation of each Lender to make Accommodations or otherwise give effect

to any Accommodation Notice hereunder shall be subject to the conditions precedent being

satisfied on or prior to the date of such Accommodation Notice and Accommodation, and

immediately after giving effect thereto and to the application of any proceeds therefrom:

(i)theconditionssetforthinSection6.01havebeenfulfilled;

(ii)all of therepresentations and warranties of theBorrowers herein are true

and correct in all material respects on and as of such date as though

made on and as of such date (except where made only as of an earlier

date or as disclosed to and accepted by the Majority Lenders prior to

such date);

(iii)the Agent and the Lenders shall be satisfied that, since the date of the

most recently delivered Compliance Certificate, there has not been a

Material Adverse Change;

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(iv)no event or condition shall have occurred and be continuing, or result

from such Accommodation or giving effect to such Accommodation

Notice, which constitutes a Default or an Event of Default; and

(v)the making of such Accommodation hereunder will not violate any

applicable Law then in effect.

(2)Each of the giving of any Accommodation Notice by a Borrower and the

acceptance by a Borrower of any Accommodation shall be deemed to constitute a

representation and warranty by the Borrowers that, on the date of such Accommodation Notice

or Accommodation, as the case may be, and after giving effect thereto and to the application of

any proceeds therefrom, the statements set forth in Section 6.02(1) are true and correct (except

as disclosed to and accepted by the Majority Lenders prior to such date).

Section 6.03NoWaiver.

The terms and conditions of Section 6.01 and Section 6.02 are inserted for the sole benefit of the Lenders

and the Agent, with the consent of the Majority Lenders, may waive them in whole or in part, with or without

terms or conditions, in respect of any extension of credit, without prejudicing their right to assert them in

whole or in part in respect of any other extension of credit. The making of an Accommodation or otherwise

giving effect to any Accommodation Notice hereunder, without the fulfilment of one or more conditions set

forth in Section 6.01 or Section 6.02, as applicable, shall not constitute a waiver of any such condition with

respect to any subsequent Accommodation Notice or Accommodation, and the Lenders reserve the right to

require fulfilment of such condition in connection with any subsequent AccommodationNotice or

Accommodation.

ARTICLE 7

REPRESENTATIONSANDWARRANTIES

Section 7.01RepresentationsandWarranties.

Each of the Loan Parties represents and warrants to the Agent and the Lenders, and

the Parent represents and warrants to the Agent and the Lenders for and on behalf of itself and

each Tucows Group Entity (other than the Loan Parties), acknowledging and confirming that

the Agent and each Lender is relying thereon without independent inquiry in entering into this

Agreement and providing Accommodations hereunder, that:

(1)Existence and Standing. Each Tucows Group Entity is a corporation, company,

partnership or other entity, as the case may be, incorporated or organized and subsisting under

the laws of its jurisdiction of incorporation or organization and has all requisite corporate or

other constitutional power and authority to own, hold under licence or lease its property,

undertaking and Assets and to carry on (i) its business; and (ii) the transactions contemplated

by this Agreement and each other Loan Document to which it is a party.

(2)Corporate Power. Each Loan Party has all requisite corporate, partnership or

other constitutional power and authority to enter into and perform its obligations under this

Agreement and each other Loan Document to which it is a party, and to do all acts and things

and execute and deliver all other documents and instruments as are required hereunder or

thereunder to be done, observed or performed by it in accordance with the terms hereof and

thereof.

(3)Conflict with Other Instruments. The executionanddeliverybyeachLoanParty

and the performance by it of its obligations under, and compliance with the terms, conditions

and provisions of, this Agreement and each other Loan Document to which it is a party will not

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conflict with or result in a breach of any of the terms, conditions or provisions of (i) its articles,

memoranda or articles of association, by-laws, partnership agreement, shareholders’

agreement or other organizational documents applicable to it, as the case may be; (ii) any

applicable Law; (iii) any Material Contract, Material Authorization or any material contractual

restriction (including, for the avoidance of doubt, any indenture, mortgage or charge) binding on

or affecting it or its Assets; or (iv) any material judgment, injunction, determination or award

which is binding on it, in each such case except to the extent that such breach would not

reasonably be expected to result in a Material Adverse Change.

(4)CorporateAction,GovernmentalApprovals,etc.Theexecutionanddeliveryby

each Loan Party of this Agreement and each of the Loan Documents to which it is a party, and

the performance by it of its obligations thereunder have been duly authorized by all necessary

corporate, company, partnership or other action including, without limitation, the obtaining of all

necessary shareholder, partnership or other material and relevant consents. No authorization,

consent, approval, registration, qualification, designation, declaration or filing with any

Governmental Entity or other Person, is or was necessary in connection with the execution and

delivery of and performance each Loan Party of its obligations under this Agreement and the

other Loan Documents to which it is a party, except such as are in full force and effect,

unamended at the date hereof or where failure to obtain same would not reasonably be

expected to have a Material Adverse Change.

Due Execution; Validity and Enforceability; Defaults. This Agreement and eachotherLoanDocumentto

whichanyLoanPartyisapartyhasbeendulyexecutedand

delivered, as the case may be, by the Loan Party which is a party thereto and constitutes a

legal,validandbindingobligation,enforceableagainstitinaccordancewithitsterms(exceptas

such enforceability may be limited by the availability of equitable remedies and the effect of

bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally),

is (or will be immediately upon the execution thereof by such Person) in full force and effect,

and the applicable Loan Party has performed and complied in all material respects with all the

terms, provisions, agreements and conditions set forth herein and therein and required to be

performed or complied with by it.

(5)Authorizations, etc. All Authorizations of each Tucows Group Entity which are

necessary to properly conduct their respective business as of the Closing Date are in full force

and effect and no Tucows Group Entity is in default with respect thereto, except where the

absence of such Authorization, the failure to maintain such Authorization in full force and effect,

or the default thereunder would not reasonably be expected to result in a Material Adverse

Change. The Material Authorizations described in Schedule 7.01(6) or as hereafter disclosed

pursuant to Section 8.01(3)(iii)Section 8.01(3)(iv)in the Compliance Certificate required to be

delivered pursuant to Section 8.01(2)(iii)(B) hereof are the only Authorizations necessary to

properlyconductthebusinessoftheTucowsGroup,theabsenceofwhichwouldreasonablybe

expected to result in a Material Adverse Change (it being understood that this representation

will not be deemed breached pending the timely disclosure of any such subsequently obtained

Material Authorizations).

(6)Litigation and Other Proceedings. Except as otherwise set forth on Schedule

7.01(7), as at the date hereof there is no litigation, arbitration, claim, dispute (whether labour,

industrial or otherwise), governmental investigation, proceeding or inquiry pending or, to its

knowledge, threatened against or affecting any each Tucows Group Entity which would

reasonably be expected to result in a Material Adverse Change.

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(7)Ownership of Assets. Except as otherwise set forth on Schedule 7.01(8), each

Tucows Group Entity has good and marketable title to its Assets, in each case free and clear of

all Liens other than Permitted Liens.

(8)Subsidiaries, etc. As of the date hereof, no Person has any right or option to

purchase or otherwise acquire any of the issued and outstanding Equity Interests of any

Tucows Group Entity. Each of the Borrowers is a Wholly-Owned Subsidiary of the Parent, other

than the Parent and other than in the case of Wavelo, Inc. as a result of the issuance of

common stock of Wavelo, Inc. pursuant to the Wavelo Stock Option Plan.

(9)Ownership/Lease of Real Property. Except as set forth on Schedule 7.01(10),

the Loan Parties do not own or lease any real property as at the date hereof.

(10)Place of Business. As at the date hereof, the only jurisdictions (or registration

districts within such jurisdictions) in which any Loan Party has any place of business or stores

any tangible personal property with a realizable value in excess of $500,000 are set out in

Schedule 7.01(11).

(11)No Default Under this Agreement. No Default or Event of Default has occurred

and is continuing under this Agreement or any other Loan Documents.

Material Contracts. As at the date hereof, no Tucows Group Entity is a party or otherwisesubjecttoor

boundoraffectedbyanyMaterialContract,exceptassetoutin

Schedule 7.01(13). Except as set forth in Schedule 7.01(13), at the date hereof, all Material

Contracts are in full force and effect, and no Tucows Group Entity or any other party to any

such agreement, is in material default with respect thereto.Notwithstanding the foregoing, the

Agent and the Loan Parties acknowledge and agree that the Tucows Group Entities shall enter

into a renegotiation, termination or sale of the Verizon Agreement which renegotiation,

termination or sale (as applicable) shall be completed by no later than December 31, 2026, or

such other date as may be agreed to by the Agent in writing.

(12)Compliance with Other Legal Obligations. No Tucows Group Entity is in

violation of any judgment or decree, relating in any way to it, to the present operation of its

business or to its Assets, the breach or violation of which would reasonably be expected to

result in a Material Adverse Change.

(13)Taxes. Each Tucows Group Entity has filed all federal, and provincial, state, local

and other material tax returns which, to its knowledge, are required to be filed and has paid all

Taxes due pursuant to such returns or pursuant to any material assessment received by each

such Tucows Group Entity except such Taxes, if any, as are being contested in good faith and

as to which adequate reserves have been provided. The charges, accruals and reserves on the

books of each Tucows Group Entity in respect of any material Taxes or other governmental

charges are adequate. All information provided in such tax returns pertaining to each Tucows

Group Entity is true, complete and accurate in all material respects. The charges, accruals and

reserves on the books of each Tucows Group Entity in respect of any Taxes or other

governmental charges payable for the current or prior year which are not yet due are materially

adequate to the extent that such Tucows Group Entity is aware of them. No tax returns of any

Tucows Group Entity are currently being audited by any applicable Governmental Entity and

any assessments or threatened assessments otherwise outstanding to any material extent. No

TucowsGroupEntityhasreceivedanynoticeofassessmentofmaterialadditionalTaxesorany

other claim of notice of any nature whatsoever that any material Tax or additional material Taxis

due which has not been paid or otherwise finally settled or satisfied. Except as otherwise set

forth on Schedule 7.01(15), there are no matters involving any Tucows Group Entity under

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discussion with any Governmental Entity relating to any material Taxes asserted by any such

body. No Tucows Group Entity has executed or filed with any Governmental Entity any

agreement, waiver or other document extending or having the effect of extending the period for

assessment, reassessment or collection of any material Taxes or the filing of any tax returns, in

each case, which is still in effect.

(14)Financial Statements/Other Information. The financial statements which have

been provided to the Agent pursuant to this Agreement are complete in all material respects,

and fairly present the consolidated financial condition and business operations of the parties to

which they relate in all material respects, as at the date thereof and (subject to Section 8.02(6))

are prepared in accordance with GAAP (subject, in the case of any interim financial statements,

to normal year-end adjustments and the absence of footnotes). No written information, exhibit

or report furnished by any Tucows Group Entity or Ting Fiber Group Entity to the Agent or the

Lenders for use in connection with the transactions contemplated by this Agreement or any of

the other Loan Documents contains any material misstatement of fact or omits to state a

material fact or any fact necessary to make the statement contained therein not materially

misleading in the circumstances in which it was made.

Compliance with Laws. (i) Each Tucows Group Entity and the operation of their respective business and

Assets, are in compliance with all applicable Laws; and (ii) the businessandotherassetsofeachTucows

GroupEntityisincompliancewithallEnvironmental

Laws, and possess and are operated in compliance with all Environmental Permits which are

required under all applicable Environmental Laws for the operation of such business and

Assets, in each case of clause (i) and (ii), where such non-compliance or non-possession would

reasonably be expected to result in a Material Adverse Change. To the knowledge of the

TucowsGroupEntities,eachTucowsGroupEntity’sbusinessandAssetsarenotsubjecttoany

fact, condition or circumstance that could result in any liability under any Environmental Laws

which would reasonably be expected to result in a Material Adverse Change.

(15)Canadian Pension Plans. Schedule 7.01(18) sets forth a complete list and

descriptionofallCanadianPensionPlansestablishedormaintainedbytheTucowsGroupasat

the date hereof. No Tucows Group Entity has ever had any Canadian Pension Plan and, for

greater certainty, no Tucows Group Entity has a Canadian Defined Benefit Pension Plan.

Except as would not reasonably be expected to result in a Material Adverse Change:

(i)No Tucows Group Entity has made any promises of benefit

improvements under any Canadian Pension Plan and, in any event, no

such improvements will result in a solvency deficiency or going concern

unfunded liability in the applicable Canadian Defined Benefit Pension

Plan;

(ii)all the material obligations of each Tucows Group Entity (including

fiduciary, funding, investment and administration obligations) required to

be performed in connection with the Canadian Pension Plans and the

funding agreements therefore have been performed in a timely fashion;

and

(iii)there have been no improper withdrawals or applications of theassets of

any Canadian Pension Plan.

ERISA. Each Plan, if any, is in compliance in all material respects with the applicable provisions of ERISA,

the Code and other U.S. federal or state laws. Except as would not reasonably be expected to result in a

Material Adverse Change, (i) each Plan, if any, which is intended to be a qualified plan under Section 401(a)

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of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under

Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section

501(a) ofthe Code or an application for such a determination is currently being processed by the Internal

Revenue Service; (ii) each Tucows Group Entity and each member of the Controlled Group has met all

applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in

respect of each Pension Benefit Plan, if any, and each Pension Benefit Plan, where applicable, is in

compliance with Sections 412, 430 and 436 of the Code and Sections 206(g),302and303ofERISA,without

regardtowaiversandvariances;(iii)thecurrentvalueof the assets of each Pension Benefit Plan exceeds

the present value of the accrued benefits and other liabilities of such Plan and neither any Tucows Group

Entity nor any member of the Controlled Group knows of any facts or circumstances which would materially

change the value of such assets and accrued benefits and other liabilities; (iv) neither any Tucows Group

Entity nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has

engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code; (v)

no ERISA Event has occurred or is reasonablyexpected to occur; and (vi) neither any Loan Party nor any

member of the Controlled Group maintains or is required to contributetoanyWelfarePlanwhichprovides

health,accidentorlifeinsurancebenefitstoformer

employees, their spouses or dependents, other than in accordance with Section 4980B of the

Code.

(16)Environmental Matters.

(i)NoTucowsGroupEntityhasknowledgeofanyclaimorhasreceivedany

notice of any claim, and no proceeding has been instituted raising any

claim against any Tucows Group Entity or any of their respective real

properties now or formerly owned, leased or operated by any of them or

other assets, alleging any damage to the Environment or violation of any

EnvironmentalLaws,except,ineachcase,assuchwouldnotreasonably

be expected to result in a Material Adverse Change.

(ii)No Tucows Group Entity has knowledge of any facts, conditions or

circumstances which would reasonably be expected to give rise to any

claim, public or private, of violation of Environmental Laws or damage to

the Environment emanating from, occurring on or in any way related to

realpropertiesnoworformerlyowned,leasedoroperatedbyanyofthem

or to other assets or their use, except, in each case, as such would not

reasonably be expected to result in a Material Adverse Change.

(iii)To the knowledge of each Tucows Group Entity, no such Tucows Group

Entity has used, generated, transported, treated or stored any Hazardous

Materials on real properties now or formerly owned, leased or operated

by any of them or has Disposed of or Released any Hazardous Materials

in a manner in violation of any Environmental Laws in each case in any

mannerthatwouldreasonablybeexpectedtoresultinaMaterialAdverse

Change.

(iv)To the best of the knowledge of each Tucows Group Entity, all buildings

on all real properties now owned, leased or operated by such Tucows

Group Entity are in compliance with applicable Environmental Laws and

possess and are operated in compliance with all Environmental Permits

which are required under all applicable Environmental Laws for the

operation of such business and Assets, except where failure to comply

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would not reasonably be expected to result in a Material Adverse

Change.

(17)Insurance. The Tucows Group maintains insurance (including business

interruption insurance, property insurance and general liability insurance) with responsible

insurance carriers and in such amounts and covering such risks as have been determined by

the Tucows Group to be appropriate and prudent in the circumstances.

(18)Material AdverseChange. Sincethedateofthemostrecentfinancialstatements

delivered to the Agent, there has occurred no event or development which has resulted in or

which would reasonably be expected to result in a Material Adverse Change.

Intellectual Property. Schedule 7.01(23) sets forth a complete list and a description at the date hereof of all

material and registered, or applications for registration of, Owned Intellectual Property of the Loan Parties

used in the business of each of the Loan Parties.EachTucowsGroupEntityownssuchOwnedIntellectual

Propertyfreeandclearof

any Liens (other than Permitted Liens). Each Tucows Group Entity owns or licenses all

Intellectual Property required to be able to carry on its business and all such licenses are in full

force and effect except where the failure to own or licence such Intellectual Property or to

maintain such licenses in full force and effect would not reasonably be expected to result in a

Material Adverse Change.

(19)Validity and Priority of Security. The Security constitutes assignments, fixed

and specific mortgages and charges, floating charges or other Liens, as applicable, on the

undertaking and property and assets of each Loan Party purported to be assigned, mortgaged,

charged or subjected to a Lien thereby, and ranks in priority to any other Lien upon such

undertaking and property and assets other than Permitted Liens.

(20)Labour Matters. There is no existing or, to the knowledge of the Parent,

threatened strike, lock-out or other dispute relating to any collective bargaining agreement to

any Tucows Group Entity which would reasonably be expected to result in a Material Adverse

Change. Schedule 7.01(25) contains a list of collective bargaining agreements to which each

Loan Party is a party at the date hereof.

(21)Solvency. On the Closing Date, after giving effect to the Accommodations

hereunder, the Tucows Group, on a Consolidated Basis, is Solvent and each Loan Party, is

Solvent.

(22)Margin Stock. No Tucows Group Entity is engaged, nor will it engage, principally

or as one of its important activities, in the business of extending credit for the purpose of

“purchasing” or “carrying” any “margin stock” within the respective meanings of each of the

quoted terms under Regulation U of the Board of Governors of the FederalReserve System as

now and from time to time hereafter in effect. No part of the proceeds of any Accommodations

will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such

Board of Governors. No portion of the Secured Obligations is secured directly or indirectly by

Margin Stock.

(23)Anti-Corruption. Each Tucows Group Entity and each Ting Fiber Group Entity is

in material compliance with all Anti-Corruption Laws. Each Tucows Group Entity and each Ting

Fiber Group Entity has implemented and maintains in effect policies and procedures designed

to ensure compliance by each Tucows Group Entity, each Ting Fiber Group Entity and their

respective directors, officers, employees and agents with Anti-Corruption Laws. No Tucows

Group Entity or Ting Fiber Group Entity has made a payment, offering, or promise to pay, or

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authorized the payment of, money or anything of value (a) in order to assist in obtaining or

retaining business for or with, or directing business to, any foreign official, foreign political party,

party official or candidate for foreign political office, (b) to a foreign official, foreign political party

or party official or any candidate for foreign political office, and (c) with the intent to induce the

recipient to misuse his or her official position to direct business wrongfully to such Tucows

GroupEntityorTingFiberGroupEntityortoanyotherPerson,inviolationofany

Anti-Corruption Laws.

(24)Anti-Terrorism;Anti-MoneyLaundering.

No Tucows Group Entity or Ting Fiber Group Entity is in violation of any Anti-Terrorism Laws, including

Executive Order on Terrorist Financing issued bythePresident of the United States on September 24, 2001

(the “ExecutiveOrder”),theUSAPATRIOTAct,theProceedsofCrime

(Money Laundering) and Terrorist Financing Act (Canada), and any

sanctions administered or enforced by the U.S. Department of State,

PublicSafetyCanada,theUnitedNationsSecurityCouncil,theEuropean

Union, or His Majesty’s Treasury.

(i)The Parent, for and on behalf of each Tucows Group Entity (other than

theLoanParties)andeachTingFiberGroupEntity,andeachLoanParty

represents and warrants that (i) no Covered Entity is a Sanctioned

Person, and (ii) no Covered Entity, either in its own right or, to any Loan

Party’s knowledge after due inquiry, through any third party, (A) has any

of its assets in a Sanctioned Country or in the possession, custody or

control of a Sanctioned Person in violation of anyAnti-Terrorism Law; (B)

does business in or with, or derives any of its income from investments in

or transactions with, any Sanctioned Country or Sanctioned Person in

violation of any Anti-Terrorism Law; or (C) engages in any dealings or

transactions prohibited by any Anti-Terrorism Law.

(ii)No Tucows Group Entity, Ting Fiber Group Entity or any broker or other

agent of any Tucows Group Entity or Ting Fiber Group Entity acting or

benefiting in any capacity in connection with the Credit Facilities is any of

thefollowing(anysuchPersonbeingreferredtohereinasa“Designated

Person”):

(1)a Person that is listed in the annex to, or is otherwise subject to

the provisions of, the Executive Order;

(2)aPersonownedorcontrolledby,oractingfororonbehalfof,any

Person that is listed in the annexto, or is otherwisesubject to the

provision of the Executive Order;

(3)a Person with which the Agent or any Lender is prohibited from

dealingorotherwiseengaginginanytransactionbyany

Anti-Terrorism Law;

(4)a Person that commits, threatens or conspires to commit or

supports “terrorism” as defined in the Executive Order; or

(5)a Person that is named as a “speciallydesignatednational and

blocked person” on the most current list published by OFAC at

its official website or any replacement website or other

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replacement official publication of such list or comparable

designation under any sanctions administered or enforced by the

U.S. Department of State, Public Safety Canada, the United

Nations Security Council, the European Union, or His Majesty’s

Treasury.

No Tucows Group Entity, Ting Fiber Group Entity or any broker or other agent of any Tucows Group Entity or

Ting Fiber Group Entity acting in any capacity in connection with the Credit Facility (i) conducts any business

or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any

Designated Person above,

(ii) deals in, or otherwise engages in any transaction relating to, any

propertyor interestsinpropertyblockedpursuant totheExecutiveOrder,

or (iii) engages in or conspires to engage in any transaction that evades

or avoids, or has the purpose of evading or avoiding or attempts to

violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(25)TaxJurisdiction.TheCanadianBorrowerisaresidentofCanadaforpurposesof

the Income Tax Act (Canada) and each U.S. Borrower is a “U.S. person” as defined in Section

7701(a)(30) of the Code.

(26)Investment Company Act. No Tucows Group Entity is an “investment company”

oracompany“controlled”byan“investmentcompany”(aseachsuchtermisdefinedorusedin

the Investment Company Act of 1940 (United States)) nor to is any Tucows Group Entity

registered or required to be registered under the Investment Company Act of 1940 (United

States).

(27)85% Threshold Test. The Adjusted EBITDA of the Loan Parties represents at

least 85% of the consolidated Adjusted EBITDA of the Tucows Group on a Consolidated Basis.

Section 7.02SurvivalofRepresentationsandWarranties.

The representations and warranties herein set forth or contained in any certificates or

documents delivered to the Agent pursuant hereto shall not merge in or be prejudiced by and

shall survive any Accommodation hereunder and shall continue in full force and effect (as of the

date when made or deemed to be made) so long as any amounts are owing by any of the

Borrowers to the Agent or the Lenders hereunder or the Agent or any Lenders has any

obligation under this Agreement.

ARTICLE 8

COVENANTSOFTHEBORROWER

Section 8.01AffirmativeCovenants.

So long as any amount owing hereunder remains unpaid or the Agent or any Lender

has any obligation under this Agreement and unless consent is given in accordance with

Section 8.02(3) hereof, each of the Loan Parties shall, and shall cause the Tucows Group to:

(1)Payment of Obligations. Duly and punctually pay or cause to be duly and

punctually paid to the Lenders all amounts payable under this Agreement and the other Loan

Documents at the times and places, in the currencies and in the manner mentioned herein and

therein.

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(2)Financial Reporting Requirements. Prepare (where applicable, and in

accordance with GAAP) and deliver to the Agent:

(i)assoonasavailableandinanyeventwithin45daysaftertheendof

each Financial Quarter in each Financial Year:

copiesofthequarterlyunauditedfinancialstatementsoftheTucowsGroupandTingFiberGroupona

ConsolidatedBasis,

including a balance sheet, statement of income and cash flow

statement; and

(A)copies of the unconsolidated quarterly financial statements of the

Tucows Group, including a balance sheet, statement of income

and cash flow statement with a management discussion and

analysis in respect of any material variances between the actual

results to date and the projections contained in the most recent

Annual Business Plan presented to the Agent and the Lenders,

in each case, all prepared in accordance with GAAP (subject to

year-endadjustmentsandexcludingfootnotes)andstatingin

comparative form the respective consolidated figures as of the end of and

for the corresponding period in the previous Financial Year, and certified

by a senior financial officer of the Parent to the effect that the statements

present fairly, in all material respects, the consolidated financial position

ofsuchPersonanditssubsidiariesasoftheendofsuchFinancial

Quarterandtherelatedconsolidatedresultsofoperationsandchangesin

financial position forsuch Financial Quarterin accordance with GAAP,

consistentlyapplied(subjecttoyear-endadjustmentsandexcluding

footnotes);

(ii)assoonasavailableandinany eventwithin120daysafterthe end of

each Financial Year:

(A)copies of the

(1)audited consolidated financial statements of the Tucows

Group and Ting Fiber Group prepared on a Consolidated

Basis as of the end of such applicable Financial Year;

(2)copies of the audited consolidated financial statements of

theTingFiberGrouppreparedonaConsolidatedBasisas

of the end of such applicable Financial Year; and

in each case, prepared in accordance with GAAP and stating in

comparative form the respective consolidated figures as of the

endofandforthepreviousFinancialYear,andaccompaniedbya

report thereon of independent chartered professional accountants

of recognized national standing in the United States (without a

“going-concern” or like qualification or exception and otherwise

without any qualification as to the scope of such audit) to the

effect that the consolidated financial statements present fairly, in

all material respects, the consolidated financial position of such

Person and its subsidiaries as of the end of such Financial Year

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and the consolidated results of the operations and changes in

financial position for such Financial Year in conformity with GAAP

consistently applied;

in respect of the Tucows Group, an annual specified procedures report prepared by independent

chartered professional

accountants of recognized national standing in the United States

(without any impermissible qualifications), providing confirmation

of the accuracy of the reported information in the unconsolidated

financial statements of Tucows Group within 120 days of fiscal

year end, prepared in conformity with GAAP consistently applied;

(iii)aComplianceCertificate:

(A)concurrentlywiththefinancialstatementsfurnishedpursuantto(i)

and (ii) above, duly executed by a senior officer or other qualified

officer of the Parent, demonstrating compliance with the financial

covenants in Section 8.03 hereof, a management discussion and

analysis in respect of any material variances between the actual

results to date and the projections contained in the most recent

Annual Business Plan presented to the Agent and the Lenders;

and

(B)as soon as available and in any event within forty-five (45) days

after the end of each Financial Quarter in each Financial Year,

duly executed by a senior officer or other qualified officer of the

Parent, including an income statement, and demonstrating

compliance with the financial covenants in Section 8.03 hereof;

and

(iv)not less than forty-five (45) days after the commencement of each

Financial Year, the Annual Business Plan for such Financial Year.

(3)AdditionalReportingRequirements.DelivertotheAgent:

(i)as soon as practicable after anyTucows Group Entitybecomes aware of

the occurrence of each Default or Event of Default, a statement of a

senior officer of the Parent setting forth the details of such Default or

Event of Default and the action which the Parent proposes to take or

have taken with respect thereto;

(ii)promptly after any Tucows Group Entity or Ting Fiber Group Entity

becomes aware of the occurrence of a default by Ting Fiber, LLC under

anyExisting Parent Guarantee or theunderlying agreement towhichany

Existing Parent Guarantee relates or there is a demand on any Existing

Parent Guarantee, a statement of a senior officer of the Parent setting

forth the details of such default or demand, as applicable, and the action

which the Parent proposes to take or have taken with respect thereto;

(iii)(ii)promptly, and in any event within ten (10) days after any Loan Party

receives notice of or becomes aware of any suit, proceeding or similar

action commenced or threatened by any Governmental Entity or other

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Person which, if determined adversely, would reasonably be likely to

result in a Material Adverse Change;

(iii)promptly, and in any event within ten (10) days after any Loan Party receives notice of or becomes aware

of any cancellation or non-renewal

of any Material Authorizations or any other licences, permits or other

regulatory approvals (other than non-renewals in the ordinary course of

business) where such cancellation or non-renewal is reasonably likely to

result in a Material Adverse Change;

(iv)(iv)notification of any notice received from, or other action taken by or

proposed to be taken by, any creditor (other than Lenders) of any of the

Loan Parties which would reasonably be expected to result in a Material

Adverse Change;

(v)(v) together with each Compliance Certificate, written notice of any

previously undisclosed Subsidiaries of the Parent, any new Material

Authorizations or Material Contracts, any cancellation or termination of

any Material Authorization or Material Contract, any default or event of

defaultunderanyMaterialAuthorizationorMaterialContractofwhichthe

Parent has knowledge, any additional material and registered, or

applications for registration of, Owned Intellectual Property of any

Tucows Group Entity used in the business of any Tucows Group Entity,

any additional Material Owned Real Property or Material Leased Real

Property of any Tucows Group Entity, any jurisdiction not identified in

Schedule 7.01(11) in which any Tucows Group Entity has any place of

business or stores any tangible personal property with a realizable value

in excess of $500,000 (or the Equivalent Amount in any other currency),

andany other Investment by any Tucows Group Entity in any Person

other than a Guarantorand the amount of any such Investments;

(vi)together with each Compliance Certificate, an update on the Ting Fiber

Group businesses and financial performance of each, until such time as

the Ting Fiber Group has been sold in their entirety and on Ting Inc. until

the Verizon Liabilities are terminated;

(vii)(vi) together with each Compliance Certificate, notification of Eligible

Hedging Agreements entered into by any Loan Party;

(viii)(vii)as soon as practicable, any change in the Financial Year of the

Parent;

(ix)(viii)as soon as practicable after any senior officer of any Loan Party

becomes aware of any change in any Loan Party’s named executive

officers as required to be disclosed to the SEC;

(x)(ix) upon becoming aware of the occurrence thereof, provide notice

(including the nature of the event and, when known, any action taken or

threatened by any Governmental Entity with respect thereto) of any

Canadian Pension Termination Event, and provide the notices required

by Section 8.01(18);

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(x)upon becoming aware of the occurrence thereof, notification of the occurrence of a Reportable

Compliance Event;

(xi)(xi)as soon as practicable after any senior officer of any Loan Party

becomes aware of the discharge by any Loan Party of its present public

accounting firm or any withdrawal or resignation by such public

accounting firm; and

(xii)(xii)such other information respecting the condition, operations, financial

or otherwise, of the business of any Loan Party as the Agent may from

time to time reasonably request.

(4)Corporate Existence, Ownership of Subsidiaries. Preserve and maintain in full

force and effect its corporate, partnership or other existence, organization and status in good

standing and maintain in full force and effect all requisite corporate capacity, power and

authority to become and remain duly qualified, registered and licensed to (i) carry on its

business in each jurisdiction in which such qualification, registration or license is necessary for

the proper conduct of its business and operations, (ii) own, hold under licence or lease its

propertiesineachjurisdictioninwhichsuchqualification,registrationorlicenseisnecessaryfor

the proper conduct of its business and (iii) carry out the transactions contemplated bythe Loan

Documents to which it is a party, in each case of clause (i), (ii) and (iii), to the extent that a

failure to do so could reasonably be expected to result in a Material Adverse Change.

(5)Compliance with Laws, etc. Complywiththe requirements ofallapplicableLaws

(including Environmental Laws and applicable Laws relating to any U.S. Pension Plan and

CanadianPensionPlan)exceptwheresuchnon-compliancewouldnot reasonablybeexpected

to result in a Material Adverse Change.

(6)Conduct of Business and Maintenance of Properties. Carry on the Business.

Conduct its business in a prudent manner and consistent with good business practices.

Maintain and preserve all of its respective Assets in all material respects in good repair, working

order and condition (other than ordinary wear and tear) and in material compliance with all

applicableLaws(exceptwherefailuretosocomplywouldnotreasonablybeexpectedtohavea

Material Adverse Change) and, from time to time, make all needful and proper repairs,

renewals, replacements, additions and improvements thereto, so that the Business may be

properly conducted at all times in accordance with prudent business management, provided

that this Section shall not prevent any Loan Party from discontinuing, in whole or in part, the

operation or the maintenance of any of its properties if such discontinuance is desirable in the

conduct of the Business and the Loan Party has concluded that such discontinuance would not

reasonably be expected to result in a Material Adverse Change or a Default or Event of Default.

(7)Books and Records. Keep proper books of account and records in accordance

with sound and consistent accounting practices, its constating documents and all applicable

Laws, covering all of its business and affairs on a current basis.

(8)PaymentofTaxesandClaimsandWithholdings.

Pay and discharge, before the same shall become delinquent, (A) all Taxes,assessmentsandgovernmental

chargesorleviesimposeduponit or upon its Assets; and (B) all lawful Claims which, if unpaid, might byLaw

become a Lien (other than a Permitted Lien) upon its Assets, save and except when and so long as the

validity of any such Taxes, rates, fees,dues,levies,assessmentsorimpostsisbeingcontestedingood

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faithbyappropriateproceedingsandadequatereservesarebeing

maintained in accordance with GAAP.

(i)Withhold from each payment made to any of its past or present

employees, officers, directors, partners, and to any non-resident of the

country in which it is resident, the amount of all Taxes and other

deductions required to be withheld and pay the amount withheld to the

proper tax or other receiving officers within the time required under any

applicable Law.

(ii)Collect from all Persons the amount of all Taxes required to be collected

from them and remit the amount collected to the proper tax or other

receiving officers within the time required under any Applicable Law.

(9)Cure Defects. Promptly upon having knowledge thereof, cure or cause to be

cured any defects in the execution and delivery of any of the Loan Documents or any of the

other agreements, instruments or documents contemplated thereby or executed pursuant

thereto or any defects in the validity or enforceability of any of the Loan Documents and

execute and deliver or cause to be executed and delivered all such agreements, instruments

and other documents as the Agent may consider reasonably necessary or desirable for the

foregoing purposes.

(10)Property Insurance. Cause all of its property and assets to be insured and kept

insured against loss or damage in such amounts and with such deductibles as are in

accordance with good business practice and as the Agent may reasonably require, with

financially sound and reputable insurers. Pay all premiums necessary for such purpose as the

same shall become due and provide particulars of all such policies and all renewals thereof to

the Agent upon written request. Add or cause each of the Loan Parties to add the Agent, on

behalf of the Secured Parties, as lender loss payee as its interest may appear under such

property insurance policies, together with a customary mortgage endorsement on terms

satisfactory to the Agent and the Lenders, acting reasonably. Furnish to the Agent, on written

request, and in any event annually, confirmation that such insurance is carried and current. All

policies must provide the Agent with at least thirty (30) days prior written notice of cancellation

thereof.

(11)Liability Insurance. Maintain public liability and other liability insurance in such

amounts as are in accordance with good business practice and as the Agent may reasonably

require, with financially sound and reputable insurers and to pay or cause to be paid all

premiumsnecessaryforsuchpurposeasthesameshallbecomedueandprovideparticularsof

all such policies and all renewals thereof to the Agent upon request. Add or cause each of the

Loan Parties to add the Agent, on behalf of the Secured Parties, as additional insured as its

interest may appear under such liability insurance policies. Furnish to the Agent, on written

request, and in any event annually, confirmation that such insurance is carried and current. All

policies must provide the Agent with at least thirty (30) days prior written notice of cancellation

thereof.

Use of Proceeds of Accommodations. Use the proceeds of Accommodations hereunder for the purposes

specified in Section 2.03, and not use or permit any proceeds of any Accommodation to be used, either

directly or indirectly, (i) for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying”

any Margin Stock or repaying or otherwiserefinancinganyFundedDebtofanyLoanPartyoranyother

Personincurredto

purchase or carry any Margin Stock, or (ii) in violation of any applicable antibribery, sanctions

and/or corruption laws and regulations.

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(12)Authorizations, Intellectual Property. Except as contemplated by Schedule

8.01(13), maintain (i) any Material Authorizations in good standing, and (ii) except as

contemplated by Section 7.01(23), any Owned Intellectual Property in the name of anyTucows

Group Entity, except in each case where the failure to do so would not reasonablybeexpected

to result in a Material Adverse Change.

(13)Environmental.Will:

(i)use and operate all of its facilities and properties in compliance with all

Environmental Laws, keep all necessary Environmental Permits in effect

and remain in material compliance therewith, and handle all Hazardous

Materials in compliance with all applicable Environmental Laws andkeep

all facilities and properties free and clear of all Liens arising under

Environmental Laws, except, in each case, to the extent the failure to do

so would not reasonably be expected to have a Material Adverse

Change;

(ii)promptlyuponbecomingawareofthesame,notifytheAgentandtakeall

necessary action available to it in order to promptly comply and have

dismissed any actions and proceedings relating to non-compliance with

EnvironmentalLawswhich,ifadverselydetermined,wouldreasonablybe

expected to have a Material Adverse Change; and

(iii)to the extent consistent with reasonable and prudent environmental

remediation standards or to the extent required by Environmental Law,

promptly investigate and remediate any Release of any Hazardous

Materials at any of its facilities or properties except where failure to so

respond, remove or remedy would not reasonably be expected to have a

Material Adverse Change.

(14)Inspections. Permit theAgent anditsrepresentativesandconsultants tovisit and

inspect any of its Assets, to, subject to applicable privacy Laws and to documents reasonably

determined by the Parent and its counsel to be subject to solicitor/client privilege, examine its

books and records and to make copies and take extracts therefrom, and to discuss its affairs,

finances and accounts with the senior officers thereof or (following the occurrence of an Event

of Default and in the presence of the Parent’s personnel) the Parent’s independent auditors, all

at such reasonable times as the Agent mayreasonablyrequest upon reasonable prior notice to

the Parent by the Agent up to two (2) times per year provided that no Event of Default has

occurred and is continuing; provided that prior to theoccurrence of anEvent of Default whichis

continuing any such visits, inspections, examinations and discussions shall be at the sole cost

and expense of the Agent after the first such visit in each Financial Year.

Protect Security Interests. Except for the filing of renewal or financing change statements and the making

of other filings by the Agent and the Lenders as secured party or assignee, at all times take all action and

supply the Agent and the Lenders with all information that they may reasonably request as necessary to

maintain the Security as valid and perfected first ranking Security charging the Assets covered thereby,

subject to Permitted Liens.

(15)Maintenance of Bank Accounts and Service Accounts. Each of the Loan

Parties’ bank accounts are set forth on Schedule 8.01(17) hereof (which schedule shall be

deemed automatically updated by delivery of any Compliance Certificate that sets forth

changes in the bank accounts of the Loan Parties). Each Loan Party shall maintain all of its

bank accounts and Service Agreements with one or more of the Lenders or Affiliates thereof;

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providedthatanyTucowsGroupEntitymaymaintainbankaccountswithanaggregatebalance

of up to $2,500,000 at any one time with banks and financial institutions other than the Lenders

and their respective Affiliates.

(16)ERISA. Each Loan Party shall, and shall cause each of its subsidiaries and

members of its Controlled Group to, promptly pay and discharge all obligations and liabilities

arising under ERISA of a character which if unpaid or unperformed could reasonably be

expected to result in the imposition of a Lien against any of its property securing an amount in

excess of $250,000 or the U.S. Dollar Equivalent thereof. Each Loan Party shall, and shall

cause each of its Subsidiaries and each member of its Controlled Group to, promptly notify the

Agent of:(a) the occurrence of any ERISA Event, except for ERISA Events that would not

reasonablybeexpectedtoresultinaMaterialAdverseChange,(b)theoccurrenceofanyevent

with respect to any Plan which would result in the incurrence by any Loan Party or any of its

Subsidiaries of any material liability, fine or penalty, or (c) any material increase in the

contingent liability of any Loan Party or any of its Subsidiaries with respect to any post

retirement Welfare Plan benefit.

(17)CanadianPensionPlans.

(i)Except as would not reasonably be expected to result in a Material

Adverse Change:

(A)For each existing, or hereafter adopted, Canadian Pension Plan,

each Loan Party shall, in a timely fashion, comply with and

perform all of its materialobligations under and in respect of such

Canadian Pension Plan, including under any funding agreements

and all applicable laws (including any fiduciary, funding,

investment and administration obligations); and

(B)All employer or employee payments, contributions or premiums

required to be remitted, paid to or in respect of each such

Canadian Pension Plan shall be paid or remitted by each Loan

Partyin a timelyfashion and in accordancewith the terms thereof

(including anyfunding agreements and all applicable laws)andin

no event shall a Loan Party permit to exist any accumulated

funding deficiency, whether or not waived, with respect to any

Canadian Pension Plan.

(ii)Except as would not reasonably be expected to result in a Material

AdverseChange,eachLoanPartyshallnot,withrespecttoanyhereafter

adopted Canadian Pension Plan:

(A)terminateanyCanadianDefinedBenefitPensionPlan;or

acquire an interest in any Person if such Person sponsors, maintainsorcontributestoany“multi-employer

plan”assuchterm

is defined in subsection 8500(1) of the Income Tax Regulations

(Canada).

(18)KYC and Other Similar Information. Upon request by a Lender, provide and/or

deliver such “know your client” and other documents as they may reasonably request in

connection with applicable AML Legislation (including a Beneficial Ownership Certification in

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relation to any Loan Party that qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation) or similar information as may be reasonably requested by such Lender.

(19)Post-Closing Undertaking. Perform and satisfy to the satisfaction of the Agent

anditscounseltherequirements(the“Post-ClosingUndertaking”)listedinSchedule8.01(21)

on or before the date by which such Post-Closing Undertaking is required to be performed

pursuant thereto. The Agent, by instrument in writing and without any consent from any of the

Lenders, may, in its sole and absolute discretion, extend any deadline for completion of the

Post-Closing Undertaking.

(20)FurtherAssurances.Atitscostandexpense,dulyexecuteanddeliverandcause

each of the other Loan Parties to duly execute and deliver, upon request by the Agent, such

further instruments and do and cause to be done such further acts as may be necessary or

proper in the reasonable opinion of the Agent to carry out more effectually the provisions and

purposes of the Loan Documents.

Section 8.02NegativeCovenants.

So long as any amount owing hereunder remains unpaid or the Agent or any Lender

has any obligation under this Agreement, and unless consent is given in accordance with

Section 18.01 hereof, each of the Loan Parties shall not and shall cause the Tucows Group not

to:

(1)Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to

create, incur, assume or suffer to exist, any Funded Debt other than Permitted Funded Debt.

(2)Liens. Create, incur, assume or suffer to exist, or permit anyof its Subsidiaries to

create, incur, assume or suffer to exist, any Lien on any of its Assets, other than Permitted

Liens.

Disposition of Assets. Directly or indirectly sell or otherwise dispose of , or permit any of its Subsidiaries to

sell or otherwise dispose of, any of its Assets, except that any Tucows Group Entity may: (i) sell or transfer

Assets to anyother Loan Party; (ii) sell or dispose of Assets in an aggregate amount per annum of not more

than $22,500,000, provided that the Net Proceeds of any sale or disposition of Assets in excess of

$12,500,000 are subject to compliance with Section 2.06(1) hereof (to the extent applicable), (iii) sell

inventory and immaterialassetsintheordinarycourseofbusiness,(iv)Disposeofobsolete,surplusor

worn-out property in the ordinary course of business; (v) sell or Dispose of machinery or equipment no longer

used or useful in the business of any Loan Party; and(vi) Dispose of property to the Borrowers or any

Guarantor.; and (vii) complete the Ting Fiber Group Sale in accordance with the terms of the Ting Fiber

Group Sale Purchase Documents, provided thatthe Ting Fiber Group Sale shall be completed by no later

than March 31, 2027 or such later date as may be agreed to by the Agent in writing.

(3)Payments of Non-Arm’s Length Debt. Make any payments or repayments of

principle or interest on account of any Indebtedness owing to any Person (other than any

Tucows Group Entity or Ting Fiber Group Entity (and in the case of any Ting Fiber Group Entity

or any Tucows Group Entity which is not a Loan Party, subject to compliance with Section

8.02(6)(iv)) not dealing at arm’s length or with any shareholder of any Loan Party, without the

prior written consent of the Majority Lenders, which consent may be withheld in the Majority

Lenders’ sole discretion, other than as permitted under this Agreement or the associated

intercreditor or subordination agreement to which the Agent is a party.

(4)Guarantees. Become obligated under, or permit any of its Subsidiaries to become

obligatedunder,guaranteesorotherfinancialassistanceexcept:(i)guaranteeswhichcomprise

part of the Security; (ii) guarantees in respect of Permitted Funded Debt incurred by a Tucows

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Group Entity; (iii) unsecuredguarantees incurred by a Tucows Group Entity in the ordinary

course of business; (iv)in respect of the obligations of any Loan Party; (iv) unsecured

guarantees incurred by a Tucows Group Entity in respect of the obligations of a Ting Fiber

Group Entity or a Tucows Group Entity (other than a Loan Party) incurred after the Third

Amendment Closing Date not to exceed guaranteed obligations in an amount of $500,000 per

guarantee and $5,000,000 in the aggregate, which have been disclosed to the Agent in writing

with an explanation of the obligations guaranteed and the course of business to which the

guarantee relates; (v)Investments permitted pursuant to Section 8.02(6). ; and (vi) the

guarantees in respect of the obligations incurred by a Ting Fiber Group Entity in effect on the

Third Amendment Closing Date listed on Schedule 8.02(5), provided that each guarantee listed

on Schedule 8.02(5) remains unsecured at all times (the “Existing Parent Guarantees”).

(5)Investments. Make or acquire any Investments, except that the following

Investments may be made or acquired if both immediately before and immediately after each

such Investment no Default or Event of Default has occurred and is continuing:

(i)Permitted Acquisitions, provided that (i) the Total Funded Debt to

Adjusted EBITDA Ratio is less than 3.75: 1 (both before and after giving

effect to any such Permitted Acquisition), or (ii) such Permitted

Acquisitions are domain-hosting related Acquisitions that do not exceed

an aggregate purchase price of $1,000,000 in any Financial Year;

(ii)InvestmentsinanotherLoanParty;

(iii)Investments(otherthanInvestmentsofMaterialIP)inaSubsidiaryofthe

Parent that is not a Loan Party or Investments in any other Person, in

each case, provided that the aggregate amount of all Investments made

by a Loan PartyinSubsidiaries of the Parent that are not LoanParties or

in any other Person does not at any time exceed $5,000,000 in

aggregate;

(iv)InvestmentsincashorCashEquivalents;

loansandadvancestoofficers,directors,oremployeesofanyLoanParty in the ordinary course of business

(including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $250,000

at any time outstanding; and

(v)the Ting Fiber Investment and any otherInvestments by any Loan Party

in(i)anyTingFiberGroupEntity;or(ii)anyTucowsGroupEntitywhichis

notaLoanPartyinanaggregateamountnottoexceed$50,000,000over

any three (3) year period or $30,000,000 in any twelve (12) month period,

in each case, so long as (A)no Default or Event of Default has occurred

and is continuing or would result therefrom, (i) in an unlimited amount at

any time that theB) the sum of cash and undrawn availability under the

Credit Facilities is greater than $20,000,000 at the time such Investment

is made and immediately after giving effect to such Investment, and (C)

Total Funded Debt to Adjusted EBITDA Ratio is less than 2.00:1 (both

before and3.50:1.00 at the time such Investment is made and

immediatelyafter giving effect to anysuch Investmentand any Funded

Debtincurredinconnectiontherewith);(ii)inanamountnottoexceed

$7,500,000duringany12monthperiodatanytimethattheTotalFunded

Debt to Adjusted EBITDA Ratio is less than 2.50:1 but greater than or

equal to 2:00:1 (both before and after giving effect to any such

Investment and any Funded Debt incurred in connection therewith); and

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(iii) such Investments shall not be permitted at any time that the Total

Funded Debt to Adjusted EBITDA Ratio is greater than or equal to

2.50:1..

(6)Capital Expenditures. Incur Capital Expenditures, except that the following

Capital Expenditures may be incurred if both immediately before and immediately after each

suchCapitalExpenditure no Default or Event of Default has occurred andis continuing: Capital

Expenditures in anyFinancial Year in a maximum aggregate amount of not more than 115% of

the forecasted Capital Expenditures set out in the Annual Business Plan submitted by the

Parent to the Agent and the Lenders in respect of such Financial Year.For greater certainty, the

Data Centre Purchase Transaction shall not constitute a Capital Expenditure for the purposes

of calculating the cap on Capital Expenditures under this Section 8.02(7).

(7)Distributions. Make any Distributions, including, but not limited to, any payments

of any dividends, except as follows:

(i)theTucowsGroupmaymakeDistributionstoanyLoanParty;

(ii)the Tucows Group may make payments of any dividends which have

been consented to in writing by the Majority Lenders;

so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Share

Repurchases in respect of the Parent’s Equity Interests, (A) in an amount not to exceed $5,000,000 during

any12 month period at any time that the Total Funded Debt to Adjusted EBITDA Ratio is greater than or

equal to 3.75:1 but less than 4.00:1 (both before and after giving effect to any such Share Repurchase), (B) in

an amount not to exceed $10,000,000 during any 12 month period at any time that the Total Funded Debt to

Adjusted EBITDA Ratio is greater than or equal to 3.00:1 but less than or equal to3.75:1 (both before and

after giving effect to any such Share Repurchase), (CB) in an amount not to exceed $15,000,000 during any

12 month period at any time that theTotal Funded Debt to Adjusted EBITDA Ratio is greater than or equal to

2.00:1butlessthan3.00:1(bothbeforeandaftergivingeffecttoany

suchShareRepurchase),and(DC)inanamountnottoexceed

$40,000,000 during any 12 month period at any time that the Total

Funded Debt to Adjusted EBITDA Ratio is less than 2.00:1 (both before

and after giving effect to any such Share Repurchase), provided that, at

all times, Share Repurchases shall not exceed the lesser of (x) the

Parent’s EBITDA for the then applicable Financial Year, and (y) 25% of

the then current market capitalization of the Parent; and

(iii)so long as no Default or Event of Default has occurred and is continuing

or would result therefrom, purchases of common stock of Wavelo, Inc.

issued pursuant to the Wavelo Stock Option Plan, (a) at any time that the

Total Funded Debt to Adjusted EBITDA Ratio is less than 2.00:1 (both

before and after giving effect to any such share repurchases and any

Funded Debt incurred in connection therewith) or (b) at anytime that the

Total Funded Debt to Adjusted EBITDA Ratio is equal to or greater than

2.00:1 (both before and after giving effect to any such share repurchases

and any Funded Debt incurred in connection therewith), in an aggregate

amount not to exceed $1,000,000 in any Financial Year.

(8)Corporate Changes. MateriallyOther than the Ting Fiber Group Sale (provided

that the Ting Fiber Group Sale has been completed by no later than March 31, 2027, or such

later date as agreed to by the Agent in writing), materiallychange, nor permit any of its

Subsidiaries to materially change, the nature of its business consummate, nor permit any of its

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Subsidiariestoconsummate,anyDivision/SeriesTransaction;orenterinto,norpermitanyofits

Subsidiaries to enter into, or any transaction whereby all or a substantial portion of its property

would become the property of any other Person, whether by way of reconstruction,

reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or

otherwise, without the prior written consent of the Majority Lenders; except that any of the

foregoing transactions may take place among any Tucows Group Entity (and no other Persons)

if prior written notice is given to the Agent, a Material Adverse Change will not occur as a result,

and any applicable Tucows Group Entity concurrently provide such additional or replacement

Security as the Agent may reasonably require.

(9)Business Changes. Carry on or engage in business substantially different than

the Business or any business related or incidental thereto.

(10)Anti-Terrorism Laws. Not (andshallcauseeachof itsSubsidiaries(including, for

greater certainty, the Ting Fiber Group Entities) not to) directly or indirectly, (a) knowingly

conduct any business or engage in making or receiving any contribution of funds, goods or

services to or for the benefit of any Designated Person, (b) knowingly deal in, or otherwise

engage in any transaction relating to, any property or interests in property blocked pursuant to

any Anti-Terrorism Law, (c) knowingly repay any amount owing hereunder with any funds

derived from any unlawfulactivity with the result that the making of theAccommodations would

be in violation of law, or (d) knowingly engage in or conspire to engage in any transaction that

evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the

prohibitions set forth in any Anti-Terrorism Law and the Borrowers shall deliver to the Lenders,

any certification or other evidence requested from time to time by the Lenders in their

reasonable discretion, confirming compliance with this Section 8.02(11).

Anti-Corruption Laws. Not (and shall cause each of its Subsidiaries (including, forgreatercertainty,the

TingFiberGroupEntities)notto)directlyor,toanyLoanParty’s

knowledge, indirectly, use the proceeds of the Credit Facility, or lend, contribute or otherwise

make available such proceeds to any other Person in any manner that would result in a

violationofAnti-CorruptionLawsbyanyPerson(includinganyPersonparticipatingintheCredit

Facility, whether as underwriter, lender, advisor, investor, or otherwise). No Tucows Group Entity

or Ting Fiber Group Entity will violate any Anti-Corruption Law in any material respect. Each

Tucows Group Entity and Ting Fiber Group Entity will maintain in effect policies and procedures

designed to ensure compliance by each Tucows Group Entity, Ting Fiber Group Entity, their

Subsidiaries and their respective directors, officers, employees, and agents with applicable Anti-

Corruption Laws.

(11)Payments in respect of Subordinated Debt. Make any payment in respect of

principal, interest, fees or any other amounts in respect of Subordinated Debt except to the

extent (if any) expressly permitted under the terms and conditions of the subordination and

postponement agreement relating thereto.

(12)Plans and Canadian Pension Plans. Not institute any new Plan or Canadian

Pension Plans without the prior written consent of the Majority Lenders.

(13)Financial Year. Change its Financial Year (which for greater certainty presently

ends on December 31st in each year), except with the prior written consent of the Majority

Lenders.

(14)Auditors. Change its auditors from its current audit firm Deloitte to a firm that is

not a nationally recognized auditing firm, except with the prior written consent of the Majority

Lenders.

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(15)Dealing with Related Parties. Other than the Management Services Agreement

and the Wavelo Stock Option Plan, enter into, or permit any of its Subsidiaries to enter into, any

contract with any Related Party outside the ordinary course of business unless the terms and

conditions thereof (specifically including the price) are commercially reasonable.

(16)Use of Advances. Use the proceeds of any Accommodation for any purposes

other than those expressly contemplated in this Agreement.

(17)New Subsidiaries. Create or acquire any Subsidiary unless (a) all of the issued

and outstanding shares in the capital of such Subsidiary are owned directly or indirectly by

Parent; and (b) subject to the terms and conditions hereof, such new Subsidiary provides a

GuaranteeinrespectoftheObligationsandallSecurityrequiredtobeprovidedbyithereunder.

(18)Hedging Agreements. Enter into or suffer toexist, anyHedging Arrangements of

any kind, except for (i) any Eligible Hedging Agreement entered into for bona fide hedging

purposes (and not for speculative purposes), or (ii) other unsecured hedging agreements for

bona fide hedging purposes and not for speculative purposes.

Amendments to Organizational Documents/Management Services Agreement. Amend, or permit any of

its Subsidiaries to amend, (i) its organizational documents in a manner that would be prejudicial in any

material respect to the interests of the Agent or any of the Lenders under the Loan Documents other than

amendments made to the constating documents of Wavelo, Inc. to permit the Wavelo Stock Option Plan;

provided that the Parent shall not, directly or indirectly, nor shall it permit Wavelo, Inc. to, directly or indirectly,

amend the termsandconditionsoftheWaveloStockOptionPlannortheconstatingdocumentsof

Wavelo, Inc. in a manner that would be prejudicial in any material respect to the interests of the

Agent or any of the Lenders under the Loan Documents except (a) with the consent of the

Agent, or (b) to the extent necessary to bring any such documents into compliance with any

applicable law or regulation, including, without limitation, for the purpose of preventing taxation

of Wavelo, any grantee or transferee under the Wavelo Stock Option Plan with respect to any

grant under the Wavelo Stock Option Plan under Section 409A of the Internal Revenue Code of

1986, as amended (provided that, with respect to amendments pursuant to clause (b), Wavelo

shall provide prior written notice of the same to the Agent); or (ii) the Management Services

Agreement that would materially reduce or postpone the payments required thereunder by the

parties thereto other than payments to be made to the Borrowers and their Subsidiaries.

(19)No Change of Name. Change its name or adopt a French form of name or

change the jurisdiction of its organization, or its place of administration or principal office or

chief executive office, in each case, without providing the Agent prior written notice thereof.

(20)Location of Assets in Other Jurisdictions. Except for property in transit in the

ordinary course of business, acquire, or permit any Guarantor to acquire, any Assets outside of

the jurisdictions identified in Schedule 7.01(11) with a value in excess of $500,000 per

jurisdiction or move any property from one jurisdiction to another jurisdiction with a value in

excess of $500,000 where the movement of such propertywould cause the Lien of the Security

over such property to cease to be perfected under applicable Law, or, subject to the terms and

conditions hereof, suffer or permit in any other manner any of its property with a value in excess

of $1,000,000 to not be subject to the Lien of the Security or to be or become located in a

jurisdiction as a result of which the Lien of the Security over such property is not perfected,

unless the Parent or the applicable Guarantor has executed and delivered to the Agent all

Security and all financing or registration statements in form and substance satisfactory to the

Agent which the Agent or its counsel from time to time deem necessary or advisable to ensure

that that Security constitutes a perfected first priority Lien (subject only to Permitted Liens) over

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such property notwithstanding the movement or location of such property as aforesaid together

with such supporting certificates, resolutions, opinions and other documents as the Agent may

deem necessary or desirable in connection with such security and registrations, acting

reasonably.

(21)Material IP. No Subsidiary of the Parent which is not a Guarantor shall own, or

hold exclusive rights in, any Material IP.

Section 8.03FinancialCovenants.

So long as any amount owing hereunder remains unpaid or the Agent or any Lender

has any obligations under this Agreement, and unless consent is given in accordance with

Section 18.01 hereof, the Tucows Group, on a Consolidated Basis, shall:

(1)Leverage Ratio. Maintain, at all times, a Total Funded Debt to Adjusted EBITDA

Ratio of not more than 3.75:1.00to be tested at the end of each Rolling Period.

Interest Coverage Ratio. Maintain, as at the end of each Rolling Periodor any trailing twelve month period,

an Interest Coverage Ratio of not less than 3.00:1.00., to be tested at the end of each Rolling Period,

provided that, if (A) any Event of Default has occurred and is continuing under this Agreement or (B) (i) any

Existing Parent Guarantee is determined to beanon-balancesheetliabilityinaccordancewithGAAPor(ii)

afinaljudgementororderisissued confirming that an amount demanded under any Existing Parent

Guarantee is due and payable

byTucows Inc., then the Interest Coverage Ratio shall be maintained at all times and tested as

frequently as required by the Lenders.

(2)Calculation of Financial Covenants. If the Total Funded Debt to Adjusted

EBITDA Ratio or the Interest Coverage Ratio are being calculated at any time after the date on

which a Tucows Group Entity has completed an Acquisition or Disposition (which term, for the

purposes of this definition, shall include any event or occurrence whereby a Tucows Group

Entity ceases to carry on business) of a division, line of business or of a Tucows Group Entity,

the amount of Adjusted EBITDA and Interest attributable to the subject of such Acquisition or

Disposition (or Funded Debt incurred or repaid in respect of such Acquisition or Disposition) to

be included, in the case of an Acquisition, or excluded, in the case of a Disposition, in

calculating such ratio will (i) in respect of Adjusted EBITDA, be calculated on a pro forma basis,

(y) in the case of an Acquisition, giving effect to the actual results of the prior owners of such

Asset; and (z) in the case of a Disposition of an Asset, the actual results of the Borrowers or

their applicable Subsidiary in respect of such Asset; and (ii) in respect of Interest Expense, be

calculated on a pro forma basis, based on the amount of Funded Debt created, incurred or

assumed by the Borrowers or their applicable Subsidiary in connection with the Acquisition of

such Asset (or repaid in connection with a Disposition), for greater certainty, in the case of each

of(i) and (ii) above as ifsuch Asset was Acquired or Disposed of as of the first day of the

period in respect of which the calculations are being made.

ARTICLE 9

EVENTSOFDEFAULT

Section 9.01EventsofDefault.

Ifanyofthefollowingevents(eachan“EventofDefault”)shalloccurandbe

continuing:

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(1)a Borrower shall fail to pay any principal amount of the Accommodations

Outstanding when such amount becomes due and payable;

(2)a Loan Party shall fail to pay any interest or Fees or any other amount when the

same become due and payable hereunder or under anyother Loan Document and such failure

shall remain unremedied for three (3) Business Days;

(3)any representation or warranty or certification made or deemed to be made by or

on behalf of any Tucows Group Entity or Ting Fiber Group Entity in this Agreement or any other

Loan Document shall prove to have been incorrect in any material respect when made or

deemed to be made;

(4)a Loan Party shall fail to perform, observe or comply with any of the covenants

applicable to it contained in (i) Section 8.01(21), (ii) Section 8.02; or (iii) Section 8.03;

(5)a Loan Party shall fail to perform or observe any other term, covenant or

agreement contained in any Loan Document to which it is a party and such failure shall remain

unremedied for thirty (30) days following notice thereof by the Agent to the Parent;

a Loan Party shall fail to payanyamount of the principal of or premium or interest on any Funded Debt

(excluding any Funded Debt hereunder) which is outstanding in an aggregateprincipalamountexceeding

$5,000,000(ortheEquivalentAmountinanyother

currency), when such amount becomes due and payable (whether by scheduled maturity,

required prepayment, acceleration, demand or otherwise) and such failure shall continue after

the applicable grace period, if any, specified in the agreement or instrument relating to such

Funded Debt without waiver of such failure by the holder or holders of such Funded Debt on or

before the expiration of such period; or any other event shall occur or condition shall exist, and

shall continue after the applicable grace period, if any, specified in any agreement or instrument

relating to any such Funded Debt without waiver of such failure by the holder or holders of such

Funded Debt on or before the expiration of such period, if the effect of such event is to

accelerate, or permit the acceleration of such Funded Debt; or any such Funded Debt shall be

declaredto bedue and payablein accordance withits termsprior to thestated maturity thereof;

(6)any final judgment or order (subject to no further right of appeal) for the payment

ofmoneyinexcessof$5,000,000(ortheEquivalentAmountinanyothercurrency)whichisnot

covered by insurance is rendered against or in respect of any Tucows Group Entity or any of

their respective Assets and either (i) enforcement proceedings have been commenced by a

creditor upon the judgment or order, or (ii) there is any period of thirty (30) consecutive days

during which a stay of enforcement of the judgment or order, by reason of a pending appeal or

otherwise, is not in effect;

(7)a Loan Party (i) is adjudicated insolvent or generally is not able to pay its debts as

they become due; (ii) admits in writing its inability to pay its debts generally or makes a general

assignment for the benefit of creditors; (iii) institutes or has instituted against it any proceedings

seeking (A) to adjudicate it a bankrupt or insolvent, (B) liquidation, winding-up, administration,

reorganization, arrangement, adjustment, protection, release or composition of it or its Funded

Debt under any Law relating to bankruptcy, insolvency, reorganization or release of debtors

including any plan of compromise or arrangement or other corporate proceedings involving or

affecting its creditors (except to the extent permitted in Section 8.02(3)), or (C) the entry of an

order for relief or the appointment of a liquidator, receiver, trustee, administrator, custodian,

administrative receiver or other similar official for it or for any substantial part of its Assets, and

in the case of any such proceeding instituted against it (but not instituted by it), (a) such

proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or (b) such

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Loan Party, as applicable, fails to diligently and actively oppose such proceeding, or (c) any of

the relief sought in such proceeding (including the entry of an order for relief against it or the

appointment of a liquidator, receiver, trustee, custodian, administrator, administrative receiver

or other similar official for it or for any substantial part of its Assets) is given; or (iv) takes any

corporate or other action to authorize any of the above actions;

(8)if an encumbrancer shall take possession of all or a substantial part of the

property of a Loan Party (whether by appointment of a receiver, receiver and manager or

otherwise) or if a distress or execution or any similar process be levied or enforced there

against and remain unsatisfied for such period as would permit such property or such

substantial part thereof to be sold thereunder;

(9)the occurrence of a Change of Control;

(10)theoccurrenceofaMaterialAdverseChange;

any MaterialContract is terminated byanypartytheretoinadvance of its intended expiry or termination date

or becomes unenforceable, in each case, the results of which would reasonably be expected to have a

Material Adverse Change;

(11)any Material Authorization shall be revoked or not be renewed and not reinstated

within 30 days of such occurrence, in each case, the results of which would reasonably be

expected to have a Material Adverse Change; or

(12)any report of the auditors of the Parent in respect of the Financial Year end

financials statements of the Parent (or such financial statements or notes thereto) contains a

going-concern qualification or other qualification relating to the creditworthiness of the Parent

on a Consolidated Basis;

(13)any of the Loan Documents (or any Lien granted thereunder) cease to be in full

force and effect against the applicable Loan Party (except as such enforceability may be limited

by the availability of equitable remedies and the effect of bankruptcy, insolvency or similar laws

affecting the enforcement of creditor’s rights generally) and if the applicable Loan Party does

not, within fifteen (15) Business Days of receipt of written notice of such Loan Document (or

such Lien granted thereunder) not being in full force and effect, cause such Loan Document (or

such Lien granted thereunder) to be in full force and effect (except as such enforceability may

be limited by the availability of equitable remedies and the effect of bankruptcy, insolvency or

similar laws affecting the enforcement of creditor’s rights generally) or replace such Loan

Document (or Lien granted thereunder) with a new agreement (or new Lien) that is in form and

substance satisfactory to the Majority Lenders acting reasonably;

(14)theoccurrenceofaCanadianPensionTerminationEvent;

(15)thereshalloccur oneor moreERISAEventswhichindividuallyor intheaggregate

results in or might reasonably be expected to result in a Material Adverse Change; or

(16)the validity of any of the Loan Documents or the applicability thereof to the

Accommodations or any other obligations purported to be secured thereby or any material part

thereof shall be disaffirmed in writing by or on behalf of the Parent or any of the other Loan

Parties;

then,theAgentshall,attherequestoftheMajorityLenders,bywrittennoticeto theBorrowers

(i) terminate the Lenders’ obligations to make further Accommodations under the Credit Facility;

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(ii) (at the same time or at any time after such termination) declare the principal amount of all

outstandingAdvances, an amount equal to the Face Amount of each issued Letter of Credit

and all interest and Fees accrued thereon and all other amounts payable under this Agreement

in respect of the Credit Facility and all other Secured Obligations (except for those arising

pursuant to the Eligible Hedging Agreements and Other Secured Obligations) to be immediately

due and payable, without presentment, demand, protest or further notice of any kind, all of

which are hereby expressly waived by the Borrowers to the extent permitted by applicable Law,

and/or (iii) exercise on behalf of itself and the Lenders all rights and remedies available to it and

the Lenders under the Loan Documents or applicable Law; provided, that upon the occurrence

of an Event of Default under Section 9.01(8), the obligation of each Lender to make any

Accommodation shall automatically terminate, the principal amount of all outstanding

Advances, an amount equal to the Face Amount of each issued Letter of Credit and all interest

and Fees accrued thereon and all other amounts payable under this Agreement in respect of

the Credit Facility and all other Secured Obligations shall be immediately due and payable,

without presentment, demand, protest or further notice of any kind.

Section 9.02RemediesUponDemandandDefault.

(1)Upon a declaration that the principal amount of all outstanding Advances, an

amount equal to the Face Amount of each issued Letter of Credit and all interest and Fees

accrued thereon and all other amounts payable under this Agreement are immediately due and

payablepursuantto Section9.01(orsuchobligationsotherwisebecomingimmediatelydueand

payable as provided in Section 9.01), all other Secured Obligations (except for those arising

pursuant to the Eligible Hedging Agreements and Other Secured Obligations) shall be

immediately due and payable and the Agent shall, at the request of the Majority Lenders,

commence such legal action or proceedings as may be deemed expedient, including the

commencement of enforcement proceedings under the Loan Documents or any other security

granted by the Loan Parties or any other Person in connection with the Credit Facility to the

Agent, all without any additional notice, presentation, demand, protest, notice of dishonour,

entering into of possession of any of the Assets, or any other action or notice, all of which the

Loan Parties hereby expressly waive to the extent permitted by applicable Law.

(2)The rights and remedies of the Agent and the Lenders hereunder and under the

other Loan Documents are cumulative and are in addition to and not in substitution for any

other rights or remedies. Nothing contained herein or in the Loan Documents or any other

securityhereafterheldbytheAgentandtheLenderswithrespecttotheindebtednessorliability

of the Loan Parties or any other Person to the Agent and the Lenders or any part thereof, nor

any act or omission of the Agent and the Lenders with respect to the Loan Documents, the

Collateral or such other security, shall in any way prejudice or affect the rights, remedies and

powers of the Agent and the Lenders hereunder or under the Loan Documents.

Section 9.03ApplicationofFunds.

(1)After the exercise of remedies provided for in Section 9.02 (or after the

Accommodations and other amounts have automatically become immediatelydueandpayable

pursuant to Section 9.01), including in any bankruptcy or insolvency proceeding, any amounts

received on account of the Secured Obligations shall be applied by the Agent in the following

order (subject, in the case of amounts owing to a Defaulting Lender, to Section 2.15(1)(ii)):

(i)First, to payment of that portion of the Secured Obligations constituting

indemnitiesandexpenses(otherthanprincipalandinterestandFees,but

including fees of counsel and other advisors engaged by the Agent)

payable to the Agent in its capacity as such;

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(ii)Second, to payment of that portion of the Secured Obligations

constituting Fees (other than principal and interest) payable to the

Lenders, rateably among them in proportion to the amounts described in

this clause Second payable to them;

(iii)Third, to payment of that portion of the Secured Obligations constituting

accrued and unpaid interest (including, but not limited to, default interest

and interest payable before and after the commencement of any

insolvency or bankruptcy proceeding) on the Accommodations, rateably

among the Lenders in proportion to the respective amounts described in

this clause Third payable to them;

Fourth, topayment of that portion of theSecuredObligations constituting unpaid principal of the

Accommodations (including an amount necessary to Cash Collateralize the undrawn Face Amount of any

Letter of Credit),

the Hedge TerminationValue under Eligible Hedging Agreements andall

Other Secured Obligations, rateably among the Secured Parties in

proportion to therespective amounts described in this clause Fourthheld

by them;

(iv)Fifth, to the payment of all other Secured Obligations of the Loan Parties

that are due and payable to the Agent and the other Secured Parties on

such date, rateably among the Secured Parties in proportion to the

respective amounts described in this clause held by them; and

(v)Last, the balance, if any, after all of the Secured Obligations have been

indefeasibly paid in full (other than contingent indemnification obligations

not then due), to the Borrowers or as otherwise required by Law;

provided,however,thatproceedsofanyCollateralshallonlybeappliedtotheSecured

Obligations secured by such Collateral as specified in the applicable Loan Document.

(2)Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of

Credit pursuant to clause (iv) above shall be applied to satisfy drawings under such Letters of

Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of

Credit have either been fully drawn or expired, such remaining amount shall be applied to the

other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations

remain outstanding, to the Borrowers or as otherwise required by Law.

ARTICLE 10

YIELDPROTECTION

Section10.01 IncreasedCosts.

(1)IncreasedCostsGenerally.IfanyChangeinLawshall:

(i)impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets

of, deposits with or for the account of, or credit extended or participated

in by, any Lender;

(ii)subjectanyLendertoanyTaxofanykindwhatsoeverwithrespecttothis

Agreement or any Accommodations made by it, or change the basis of

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taxation of payments to such Lender in respect thereof, except for

Indemnified Taxes or Other Taxes covered by Section 10.02 and the

imposition, or any change in the rate, of any Excluded Tax payable by

such Lender; or

(iii)impose on any Lender or any applicable interbank market any other

condition, cost or expense (other than Taxes) affecting this Agreement or

Accommodations made by such Lender,

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining

any Accommodation (or of maintaining its obligation to make any such Accommodation), or to increase the

cost to such Lender, or to reduce the amount of any sum receivedorreceivablebysuchLenderhereunder

(whetherofprincipal,interestoranyother

amount), then upon request of such Lender the applicable Borrower will pay to such Lender

such additional amount or amounts as will compensate such Lender for such additional costs

incurred or reduction suffered.

(2)Capital/Liquidity Requirements. If any Lender determines that any Change in

Law affecting such Lender or any lending office of such Lender or such Lender’s holding

company, if any, regarding capital or liquidity requirements has or would have the effect of

reducing the rate of return on such Lender’s capital or liquidity or on the capital or liquidity of

such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments

of such Lender or the Accommodations made by such Lender, to a level belowthat which such

Lender or its holding company could have achieved but for such Change in Law (taking into

consideration such Lender’s policies and the policies of its holding company with respect to

capital adequacy), then from time to time the applicable Borrower will pay to such Lender such

additional amount or amounts as will compensate such Lender or its holding company for any

such reduction suffered.

(3)Certificates for Reimbursement. A certificate of a Lender setting forth the

amount or amounts necessary tocompensate suchLender or itsholding company, as thecase

may be, as specified in paragraph (1) or (2) of this Section (“Additional Compensation”),

including a description of the event by reason of which it believes it is entitled to such

compensation, and supplying reasonable supporting evidence (including, in the event of a

Change in Law, a photocopy of the applicable Law evidencing such change) and reasonable

detail of the basis of calculation of the amount or amounts, and delivered to the applicable

Borrower shall be conclusive absent manifest error. The Borrowers shall pay such Lender the

amount shown as due on any such certificate within ten (10) days after receipt thereof. In the

event the Lender subsequently recovers all or part of the Additional Compensation paid by the

Borrowers, it shall promptly repay an equal amount to the applicable Borrower. The obligation

to pay such Additional Compensation for subsequent periods will continue until the earlier of

termination of the Accommodation or the Commitment affected by the Change in Law, change

in capital requirement or the lapse or cessation of the Change in Law giving rise to the initial

Additional Compensation. A Lender shall make reasonable efforts to limit the incidence of any

such Additional Compensation and seek recovery for the account of the applicable Borrower

upon the applicable Borrower’s request at the applicable Borrower’s expense, provided such

Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or

other disadvantage. Notwithstanding the foregoing provisions, a Lender shallonlybeentitled to

rely upon the provisions of this Section 10.01 if and for so long as it is not treating the

applicable Borrower in any materially different or in any less favourable manner than is

applicable to any other customers of such Lender, where such other customers are bound by

similar provisions to the foregoing provisions of this Section 10.01.

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Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this

Section shall not constitute a waiver of such Lender’s right to demand such compensation, except that the

applicable Borrower shall not be required to compensate a Lender pursuant to this Section for any increased

costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the

applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such

Lender’s intention to claim compensation therefore, unless the Change in Law giving rise to such increased

costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to

include the period of retroactive effect thereof.

Section10.02 Taxes.

(1)Payments Subject to Taxes. Any and all payments by or on account of any

obligation of any Loan Party hereunder or under any other Loan Document shall be made free

and clear of and without deduction or withholding for any Taxes except as required by

applicable Law; provided that if any Loan Party, the Agent or any Lender is required by

applicable Law (as determined in the good faith discretion of the applicable withholding agent)

todeductorwithholdanyTaxesinrespectofanypaymentbyoronaccountofanyobligationof

a Loan Party hereunder or under any other Loan Document, then (i) if such Tax is an

Indemnified Tax (including any Other Taxes), the sum payable shall be increased by such Loan

Party when payable as necessary so that after making or allowing for all required deductions

and payments for Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded

Taxes) (including deductions and withholdings of Indemnified Taxes applicable to additional

sums payable under this Section) the Agent or Lender, as the case may be, receives an

amount equal to the sum it would have received had no such deductions or payments for

Indemnified Taxes (which excludes, for the avoidance of doubt, Excluded Taxes) beenrequired,

(ii) such Loan Party shall make any such deductions required to be made by it under applicable

Law (as determined in the good faith discretion of the applicable withholding agent), and(iii)

suchLoanPartyshalltimelypaythefullamountrequiredtobedeductedtotherelevant

Governmental Entity in accordance with applicable Law.

(2)Payment of Other Taxes by the Borrowers. Without limiting the provisions of

paragraph (1) above, each Loan Party shall timely pay any Other Taxes to the relevant

Governmental Entity in accordance with applicable Law.

(3)Indemnification bythe Borrowers. The Borrowers shall indemnify the Agent and

each Lender, within fifteen (15) days after written demand therefor, for the full amount of any

Indemnified Taxes or Other Taxes in respect of any payments by or on account of anyobligation

of a Loan Party hereunder or under any Loan Document (including IndemnifiedTaxes or Other

Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the

Agent or such Lender in respect of any payment by or on account of any obligation of a Loan

Party hereunder or under any other Loan Document and any penalties, interest and reasonable

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or

Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity.

A certificate as to the amount of such payment or liability delivered to a Loan Party by a Lender

(with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be

conclusive absent manifest error.

(4)Evidence of Payments. As soon as practicable after anypayment of Indemnified

Taxes or Other Taxes by a Loan Party to a Governmental Entity, such Loan Party shall deliver

to the Agent the original or a certified copy of a receipt issued by such Governmental Entity

evidencing such payment, a copy of the return reporting such payment or other evidence of

such payment reasonably satisfactory to the Agent.

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Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholdingtaxwith

respecttopaymentshereunderorunderanyotherLoanDocumentshall, atthe requestofthe Borrower,

deliver to the Borrowers (with a copy to the Agent), at the timeor times prescribed by applicable Law or

reasonably requested by the Borrowers or the Agent, such properly completed and executed documentation

prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced

rate of withholding. In addition,anyLender,ifrequestedbytheBorrowersortheAgent,shalldeliver

suchother

documentation prescribed by applicable Law or reasonably requested by the Borrowers or the

Agent as will enable the Borrowers or the Agent to determine whether or not such Lender is

subject to withholding or information reporting requirements provided, however, that

notwithstanding any of the foregoing in this Section 10.02(5), no Lender shall be required to

provide any documentation or information of any kind if in the applicable Lender’s reasonable

judgment such completion, execution or submission of documentation or information would

subject such Lender to any material unreimbursed cost or expense or would materially

prejudice the legal or commercial position of such Lender. Without limiting the generality of the

foregoing, any Lender shall deliver to the Borrowers (with a copy to the Agent), at the time or

times prescribed by applicable Law or reasonably requested by the Borrowers or the Agent: (i)

in the case of a Lender that is a “U.S. person” as defined under Section 7701(a)(30) of the

Code, an IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup

withholding tax, and (ii) in the case of a Lender that is not a “U.S. person” as defined under

Section7701(a)(30)oftheCode,anIRSFormW-8BEN,IRSFormW-8BEN-E,IRSForm

W-8ECI, IRS Form W-8IMY (including all applicable attachments) and, in the case of a Lender

claiming the “portfolio interest exemption” from U.S. federal withholding tax, a certificate to the

effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,

a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the

Code, or a “controlled foreign corporation” related to any Borrower as described in Section

881(c)(3)(C) of the Code along with its executed copies of IRS Form W-8BEN or IRS Form W

8BEN-E.

(5)Treatment of Certain Refunds and Tax Reductions. If the Agent or a Lender

determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or

Other Taxes as to which it has been indemnified by the Borrowers or with respect to which a

Loan Party has paid additional amounts pursuant to this Section 10.02, it shall pay to the

applicable Borrower or Guarantor, as applicable, an amount equal to such refund (but only to

the extent of indemnity payments made, or additional amounts paid, by such Loan Party under

this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund),

net of all out-of-pocket expenses of the Agent or such Lender, as the case maybe, and without

interest (other than any net after-Tax interest paid by the relevant Governmental Entity with

respect to such refund). A Loan Party, upon the request of the Agent or such Lender, agrees to

repay the amount paid over to such Loan Party (plus any penalties, interest or other charges

imposed by the relevant Governmental Entity) to the Agent or such Lender if the Agent or such

Lender is required to repaysuch refund to such GovernmentalEntity. Notwithstanding anything

to the contrary in this paragraph, in no event will the Agent or a Lender be required to payover

any amount to a Loan Party pursuant to this Section 10.02(6), the payment of which would

place the Agent or such Lender, as the case maybe, in a less favourable net after-Taxposition

than the Agent or such Lender, as the case may be, would have been if the indemnification

payments or additional amounts giving rise to such refund had never been paid, deducted or

withheld. This paragraph shall not be construed to require the Agent or any Lender to make

available its tax returns (or any other information relating to its taxes that it deems confidential)

to the Loan Parties or any other Person, to arrange its affairs in any particular manner or to

claim any available refund.

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If a payment made to a Lender would be subject to U.S. federal withholding Tax imposed by FATCA if such

Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained

in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the

Agent at the time or times prescribed by law and at such time or times reasonably requested by the

Borrowers or the AgentsuchdocumentationprescribedbyapplicableLawandsuchadditional

documentation

reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers

and the Agent to comply withtheir obligations under FATCAand todetermine that suchLender

has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to

deduct and withhold from such payment under FATCA. For the avoidance of doubt, FATCA

shall include any amendments to FATCA made after the Closing Date.

(6)Each Lender shall indemnify the Agent within ten (10) days after demand therefor,

for the full amount of any Excluded Taxes attributable to and properly payable by such Lender

that are payable or paid by the Agent, and reasonable expenses arising therefrom or with

respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or

asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or

liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each

Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing

to such Lender under any Loan Document against any amount due to the Agent under this

paragraph (8). The agreements in this paragraph (8) shall survive the resignation and/or

replacement of the Agent.

Section10.03 MitigationObligations:Replacement ofLenders.

(1)Designation of a Different Lending Office. If any Lender requests compensation

under Section 10.01, or requires the Borrowers to pay any Indemnified Taxes, including Other

Taxes, or any additional amount to any Lender or any Governmental Entity for the account of

any Lender pursuant to Section 10.02, then such Lender shall use reasonable efforts to

designate a different lending office for funding or booking its Accommodations hereunder or to

assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in

the judgment of such Lender (with the prior consent of the Borrowers), such designation or

assignment (i) would eliminate or reduce amounts payable pursuant to Section 10.01 or Section

10.02, as the case may be, in the future and (ii) would not subject such Lender to any

unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

The Borrowers hereby agree to pay all reasonable out-of-pocket costs and expenses incurred

by any Lender in connection with any such designation or assignment.

(2)Replacement of Lenders. If any Lender requests compensation under Section

10.01, if a Borrower is required to pay any Indemnified Taxes, including Other Taxes, or any

additional amount to any Lender or any Governmental Entity for the account of any Lender

pursuant to Section 10.02 or if any Lender’s obligations are suspended pursuant to Section

10.04, then the Borrowers may either, at their sole expense and effort, upon ten (10) days’

notice to such Lender and the Agent: (i) repay all outstanding amounts due to such affected

Lender (or such portion which has not been acquired pursuant to clause (ii) below) and

thereupon such Commitment of the affected Lender shall be permanently cancelled and the

aggregate Commitment shall be permanently reduced by the same amount and the

Commitment of each of the other Lenders shall remain the same; or (ii) require such Lender to

assign, without recourse (in accordance with and subject to the restrictions contained in, and

consents required by, Article 17), all of its interests, rights and obligations under this Agreement

and the related Loan Documents (other than Eligible Hedging Agreements and Other Secured

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Agreements) to an assignee that shall assume such obligations (which assignee may be

another Lender, if a Lender accepts such assignment), provided that:

theBorrowerspaytheAgenttheassignmentfeespecifiedinSection 17.01;

(i)the assigning Lender receives payment of an amount equal to the

outstanding principal of its Accommodations Outstanding and

participations in disbursements under Letters of Credit, accrued interest

thereon, accrued fees and all other amounts payable to it hereunder and

under the other Loan Documents (including any breakage costs and

amounts required to be paid under this Agreement as a result of

prepayment to a Lender) (other than Eligible Hedging Agreements and

Other Secured Agreements) from the assignee (to the extent of such

outstanding principal and accrued interest and fees) or the Borrowers (in

the case of all other amounts);

(ii)in the case of any such assignment resulting from a claim for

compensation under Section 10.01 or payments required to be made

pursuant to Section 10.02, such assignment will result in a reduction in

such compensation or payments thereafter; and

(iii)suchassignmentdoesnotconflictwithapplicableLaw.

A Lender shall not be required to make any such assignment or delegation if, prior

thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the

Borrowers to require such assignment and delegation cease to apply.

Section10.04 Illegality.

If any Lender determines that any applicable Law has made it unlawful, or that any

Governmental Entity has asserted that it is unlawful, for any Lender or its applicable lending

office to make or maintain any Accommodations, or to determine or charge interest rates based

upon any particular rate, then, on notice thereof by such Lender to the Parent through the

Agent, any obligation of such Lender with respect to the activity that is unlawful shall be

suspended until such Lender notifies the Agent and the Parent that the circumstances giving

rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall,

upondemandfromsuchLender(withacopytotheAgent),prepayor,ifconversionwouldavoid

the activity that is unlawful, convert any Accommodations, or take any necessary steps with

respect to any Letters of Credit in order to avoid the activity that is unlawful. Upon any such

prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so

prepaid or converted. Each Lender agrees to designate a different lending office if such

designation will avoid the need for such notice and will not, in the good faith judgment of such

Lender, otherwise be materially disadvantageous to such Lender.

NotwithstandinganythingtothecontraryinthisAgreement,if anyBorrowerceases tomaintain, directly or

withits Subsidiaries, business operations in Canada, then BDC may, by writtennoticethereoftothe

BorrowersandtotheAgent,declareitsobligationstomakeor maintainAccommodationsunder

thisAgreementtobeterminated.Insuch event,eachBorrowershallprepaythe

principalofallBDC’sAccommodationsOutstanding togetherwithallaccruedinterestthereon,accrued

feesandallotheramountspayabletoit hereunder and under the other Loan Documents (including any

breakage costs and amountsrequiredtobepaidunderthisAgreementasaresultofprepaymenttoa

Lender).The Borrowersmayelect,insteadofprepayinganyobligationstoBDC,toreplaceBDCin

accordance with the provisions of Section 10.03(2) of the Agreement mutatis mutandis.

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ARTICLE 11

RIGHTOFSETOFF

Section11.01 Right ofSetoff.

If an Event of Default has occurred and is continuing, each of the Lenders and each of

their respective Affiliates is hereby authorized at any time and from time to time, to the fullest

extent permitted by law and without prior notice to the Borrowers, any such notice being

expresslywaivedbytheBorrowers,tosetoffandapplyanyandalldeposits(generalorspecial,

time or demand, provisional or final, in whatever currency) at any time held and other

obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or

for the credit or the account of the Borrowers or any Guarantor against any and all of the

obligations ofthe Borrowers or any Guarantor now or hereafter existing under this Agreement

or any other Loan Document to such Lender, irrespective of whether or not such Lender has

made any demand under this Agreement or any other Loan Document and although such

obligations of the Borrowers or applicable Guarantor may be contingent or unmatured or are

owed to a branch or office of such Lender different from the branch or office holding such

depositorobligatedonsuchindebtedness;providedthatifanyDefaultingLenderexercisesany

such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for

further application in accordance with the provisions of Section 2.15(1)(ii) and, pending such

payment, shall be segregated by such Defaulting Lender from its other funds and deemed held

intrustforthebenefitoftheAgent,each FrontingLetterofCreditLenderandtheLenders,and

(y)theDefaultingLendershallprovidepromptlytotheAgentastatementdescribingin

reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such

right of set-off. The rights of each of the Lenders and their respective Affiliates under this

Section are in addition to other rights and remedies (including other rights of setoff,

consolidation of accounts and bankers’ lien) that the Lenders or their respective Affiliates may

have. Each Lender agrees to promptly notify the Parent and the Agent after any such setoff and

application, but the failure to give such notice shall not affect the validity of such setoff and

application. If any Affiliate of a Lender exercises any rights under this Section 11.01, it shall

share the benefit received in accordance with Section 12.01 as if the benefit had been received

by the Lender of which it is an Affiliate.

ARTICLE 12

SHARINGOFPAYMENTSBYLENDERS

Section12.01 Sharing ofPaymentsbyLenders.

If any Lender, by exercising any right of setoff as permitted by Article 11, obtains any payment or other

reduction that might result in such Lender receiving payment or other reduction of a proportion of the

aggregate amount of its Accommodations and accrued interest thereon or other obligations hereunder

greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other

reduction shall: (a) notifythe Agent of such fact, and (b) purchase (for cash at face value) participations in the

Accommodations Outstanding and such other obligations of the other Lenders, or make such other

adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders

rateably in accordance with the aggregate amount of principal of and accrued interest on their respective

Accommodations Outstanding and other amounts owing them, provided that:

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(1)if any such participations are purchased and all or any portion of the payment

giving rise thereto is recovered, such participations shall be rescinded and the purchase price

restored to the extent of such recovery, without interest,

(2)the provisions of this Section shall not be construed to apply to (x) any payment

madebytheBorrowersorapplicableGuarantorpursuanttoandinaccordancewiththeexpress

terms of this Agreement or (y) any payment obtained by a Lender as consideration for the

assignment of or sale of a participation in any of its Accommodations or participations in

disbursements under Letters of Credit to any assignee or participant, other than to the

Borrowers or any Guarantor or any Affiliate of the Borrowers or any Guarantor (as to which the

provisions of this Section shall apply); and

(3)the provisions of this Section shall not be construed to apply to (w) any payment

made while no Event of Default has occurred and is continuing in respect of obligations of any

Tucows Group Entity to such Lender that do not arise under or in connection with the Loan

Documents, (x) any payment made in respect of an obligation that is secured by a Permitted

Lien or that is otherwise entitled to priority over the obligations under or in connection with the

Loan Documents, (y) any reduction arising from an amount owing to the Borrowers or any

Guarantor upon the termination of derivatives entered into between the Borrowers or any

Guarantor and such Lender, or (z) any payment to which such Lender is entitled as a result of

any form of credit protection obtained by such Lender.

The Loan Parties consent to the foregoing and agree, to the extent they mayeffectively

do so under applicable Law, that anyLender acquiring a participation pursuant to the foregoing

arrangements may exercise against each Loan Party rights of setoff with respect to such

participation in accordance with Article 11 as fully as if such Lender were a direct creditor of

each Loan Party in the amount of such participation.

ARTICLE 13

AGENT’SCLAWBACK

Section13.01 Agent’sClawback.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender

prior to the proposed date of any advance of funds that such Lender will not make available to the Agent such

Lender’s share of such advance, the Agent may assume that such Lender has made such share available on

such date in accordance with the provisions of this Agreement concerning funding by Lenders and may (but

shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a

corresponding amount. In such event, if a Lender has not in fact made its share of theapplicable advance

available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such

corresponding amount with interest thereon, for each day from and including the date such amount is made

available to the applicable Borrower to but excludingthe date of payment to the Agent, at a rate determined

by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such

Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Accommodation

included in such advance. If the Lender does not do so forthwith, the applicable Borrower shall pay to the

Agent forthwith on written demand such corresponding amount with interest thereon at the interestrate

applicabletotheadvanceinquestion.Anysuchpaymentbytheapplicable

Borrower shall be without prejudice to any claim the applicable Borrower may have against a

Lender that has failed to make such payment to the Agent.

(4)Payments byBorrowers; Presumptions by Agent. Unless the Agent shall have

received notice from the applicable Borrower prior to the date on which any payment is due to

the Agent for the account of any Lender hereunder that the applicable Borrower will not make

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suchpayment,theAgentmayassumethattheapplicableBorrowerhasmadesuchpaymenton

such date in accordance herewith and may, in reliance upon such assumption, distribute the

amount due to the Lenders. In such event, if the applicable Borrower has not in fact made such

payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand

the amount so distributed to such Lender with interest thereon, for each day from and including

the date such amount is distributed to it to but excluding the date of payment to the Agent, at a

rate determined by the Agent in accordance with prevailing banking industry practice on

interbank compensation.

ARTICLE14

AGENCY

Section14.01 AppointmentandAuthority.

Each of the Lenders hereby irrevocably appoints Bank of Montreal (together with its

successors and permitted assigns in accordance with the terms of this Agreement) hereunder

to act on its behalf as the Agent hereunder and under the other Loan Documents (other than

Eligible Hedging Agreements and Other Secured Agreements) and authorizes the Agent to take

such actions on its behalf and to exercise such powers as are delegated to the Agent by the

terms hereof or thereof, together with such actions and powers as are reasonably incidental

thereto. Without limiting the foregoing, each of the Lenders authorizes the Agent to (x) enter

into, on its own behalf and on behalf of each Lender, a subordination agreement in respect of

Subordinated Debt; and (y) release any Guarantor from its respective guarantee and Security in

accordance with the terms hereof or thereof or in order to give effect to the provisions of this

Agreement, including a Disposition permitted hereunder (in each case, in whole or in part as

may be necessary in the circumstance). The provisions of this Article (other than Section 14.07)

are solely for the benefit of the Agent and the Lenders, and neither the Borrowers nor any

Guarantor shall have rights as a third party beneficiary of any of such provisions, except in

respect of this Section 14.01. In addition to the foregoing, the Agent shall provide and/or deliver

such “know your client”, anti-money laundering or similar information in respect of the Loan

Partiesas may be reasonably requested by a Lenderand that is in the possession of the Agent.

Section14.02 RightsasaLender.

ThePersonservingastheAgenthereundershallhavethesamerightsandpowersinits

capacity as a Lender as any other Lender and may exercise the same as though it were not the

Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless

the context otherwise requires, include the Person serving as the Agent hereunder in its

individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act

as the financial advisor or in any other advisory capacity for and generally engage in any kind of

business with any Tucows Group Entity or Ting Fiber Group Entity or any Affiliate thereof as if

such Person were not the Agent and without any duty to account to the Lenders.

Section14.03 ExculpatoryProvisions.

(1)TheAgentshallnothaveanydutiesorobligationsexceptthoseexpresslysetforth

herein and in the other Loan Documents. Without limiting the generality of the foregoing, the

Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of

whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any

discretionary powers, except discretionary rights and powers expressly

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contemplated hereby or by the other Loan Documents that the Agent is

required to exercise as directed in writing by the Majority Lenders (or

such other number or percentage of the Lenders as shall be expressly

provided for in the Loan Documents), but the Agent shall not be required

to take any action that, in its opinion or the opinion of its counsel, may

expose the Agent to liability or that is contrary to any Loan Document or

applicable Law; and

(iii)shall not, except as expressly set forth herein and in the other Loan

Documents, have any duty to disclose, and shall not be liable for the

failuretodisclose,anyinformationrelatingtoanyTucowsGroupEntityor

Ting Fiber Group Entity or any of their Affiliates that is communicated to

or obtained by the person serving as the Agent or any of its Affiliates in

any capacity.

(2)The Agent shall not be liable for any action taken or not taken by it (i) with the

consent or at the request of the Majority Lenders (or such other number or percentage of the

Lenders as is necessary, or as the Agent believes in good faith is necessary, under the

provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or wilful

misconduct. The Agent shall be deemed not to have knowledge of anyDefault unless and until

notice describing the Default is given to the Agent by the Parent or a Lender.

(3)Except as otherwise expressly specified in this Agreement, the Agent shall not be

responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or

representation made in or in connection with this Agreement or any other Loan Document, (ii)

the contents of any certificate, report or other document delivered hereunder or thereunder or in

connection herewith or therewith, (iii) the performance or observance of any of the covenants,

agreements or other terms or conditions set forth herein or therein or the occurrence of any

Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any

other Loan Document or any other agreement, instrument or document or (v) the satisfaction of

any condition specified in this Agreement, other than to confirm receipt of items expressly

required to be delivered to the Agent.

Section14.04 ReliancebyAgent.

The Agent shall be entitled to relyupon, and shall not incur anyliability for relying upon, any notice, request,

certificate, consent, statement, instrument, document or other writing (including any electronic message,

Internet or intranet posting or other distribution) believed by it to be genuine and to have been signed, sent or

otherwise authenticated by the properPerson. The Agent also may rely upon any statement made to it orally

or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability

for relyingthereon.Indeterminingcompliancewithanyconditionhereundertothemakingofan

Accommodation that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may

presumethatsuchconditionissatisfactorytosuchLenderunlesstheAgentshallhavereceived

notice to the contrary from such Lender prior to the making of such Accommodation or the

issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be

counsel for the Loan Parties), independent accountants and other experts selected by it, and

shall not be liable for any action taken or not taken by it in accordance with the advice of any

such counsel, accountants or experts.

Section14.05 Indemnification ofAgent.

Each Lender agrees to indemnify the Agent and hold it harmless (to the extent not

reimbursed by the Loan Parties), rateably according to its Applicable Percentage (and not

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jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities

and related expenses, including the fees, charges and disbursements of any counsel, which

may be incurred by or asserted against the Agent in any way relating to or arising out of the

Loan Documents or the transactions therein contemplated. However, no Lender shall be liable

for any portion of such losses, claims, damages, liabilities and related expenses resulting from

the Agent’s gross negligence or wilful misconduct.

Section14.06 DelegationofDuties.

The Agent may perform any and all of its duties and exercise its rights and powers

hereunder or under any other Loan Document by or through any one or more sub-agents

appointed by the Agent from among the Lenders (including the Person serving as Agent) and

their respective Affiliates. The Agent and any such sub-agent may perform any and all of its

duties and exercise its rights and powers by or through their respective Related Parties. The

provisions of this Article and other provisions of this Agreement for the benefit of the Agentshall

applytoanysuchsub-agentandtotheRelatedPartiesoftheAgentandanysuch sub-

agent, and shall apply to their respective activities in connection with thesyndication of the

credit facilities provided for herein as well as activities as Agent.

Section14.07 ReplacementofAgent.

(1)The Agent may at any time give notice of its resignation to the Lenders and the

Parent. Upon receipt of any such notice of resignation, the Majority Lenders shall have the

right, with the prior consent of the Parent, to appoint a successor, which shall be a Lender and

having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto.

The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to

the Agent and the Parent as long as the Majority Lenders, with the prior consent of the Parent,

appoint andobtain theacceptance of asuccessorwithinsuch30days,whichshallbeaLender

having an office in Toronto, or an Affiliate of any such Lender with an office in Toronto.

If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such

appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may

on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 14.07(1);

provided that if the Agent shall notifythe Parent and the Lenders that no qualifying Person has accepted

such appointment, then such resignation shall nonetheless become effective in accordance with such notice

and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other

Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders

under any of the Loan Documents, the retiring Agent shall continue to hold such

collateral security until such time as a successor Agent is appointed) and (b) all payments,

communications and determinations provided to be made by, to or through the Agent shall

insteadbemadebyortoeachLenderdirectly,untilsuchtimeastheMajorityLendersappointa

successor Agent as provided for above in the preceding paragraph.

(2)Upon a successor’s appointment as Agent hereunder, such successor shall

succeed to and become vested with all of the rights, powers, privileges and duties of the former

Agent, and the former Agent shall be discharged from all of its duties and obligations hereunder

or under the other Loan Documents (if not already discharged therefrom as provided in the

preceding paragraph) other than as a result of such former Agent’s gross negligence or willful

misconduct. The fees payable by the Borrowers to a successor Agent shall be the same as

those payable to its predecessor unless otherwise agreed between the Borrowers and such

successor. After the termination of the service of the former Agent, the provisions of this Article

14 and of Article 16 shall continue in effect for the benefit of such former Agent, its sub-agents

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and their respective Related Parties in respect of any actions taken or omitted to be taken by

any of them while the former Agent was acting as Agent.

Section14.08 Non-RelianceonAgentandOtherLenders.

Each Lender acknowledges that it has, independently and without reliance upon the

Agent or any other Lender or any of their Related Parties and based on such documents and

information as it has deemed appropriate, made its own credit analysis and decision to enter

into this Agreement. Each Lender also acknowledges that it will, independently and without

reliance upon the Agent or any other Lender or anyof their Related Parties and based on such

documents and information as it shall from time to time deem appropriate, continue to make its

own decisions in taking or not taking action under or based upon this Agreement, any other

Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section14.09 CollectiveActionoftheLenders.

Each of the Lenders hereby acknowledges that to the extent permitted by applicable Law, any collateral

security and the remedies provided under the Loan Documents to the Lenders are for the benefit of the

Lenders (including the Hedge Lenders and Service Lenders) collectively and acting together and not

severally and further acknowledges that its rights hereunder and under any collateral security are to be

exercised not severally, but bythe Agent upon the decision of the Majority Lenders (or such other number or

percentage of the Lenders as shall be expresslyprovided for in the Loan Documents). Accordingly,

notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders

hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder

including, without limitation, any declaration of default hereunder or thereunder but that any such action shall

be taken only by the Agent with the prior written agreement of the Majority Lenders (or such other number or

percentage of the Lenders as shall be expresslyprovided for in the Loan Documents). Each of the Lenders

hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate

fully with the Agent to the extent requested by the Agent. Notwithstanding the foregoing, in the absence of

instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith,

the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders

take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders.

Section14.10 Anti-MoneyLaunderingLegislation.

(1)Each of the Loan Parties acknowledges that, pursuant to (i) the Proceeds of Crime

(Money Laundering) and Terrorist Financing Act (Canada), The Financial Crimes Enforcement

Network (FinCEN) rule “Customer Due Diligence Requirements for Financial Institutions”, the

Currency and Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311 et. seq., (the Bank

Secrecy Act)) (United States), as amended by Title III of the Patriot Act, (ii) the Trading with the

Enemy Act (United States), as amended, and each of the foreign assets control regulations of

the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any

other enabling legislation or executive order relating thereto (United States), (iii) Executive

Order No. 13224 on Terrorist Financing, effective September 24, 2001 (66 Fed. Reg. 49079)

(United States) and other applicable anti-money laundering, anti-terrorist financing, government

sanction and “know your client” or “know your customer” Laws, whether within Canada, the

United States or elsewhere (collectively, including any guidelines or orders thereunder, “AML

Legislation”), the Lenders and the Agent may be required to obtain, verify and record

information regarding each Loan Party, its directors, authorized signing officers, direct or

indirect shareholders or other Persons in control of the Loan Parties, and the transactions

contemplated hereby, including, without limitation, a Beneficial Ownership Certification in

relation to any of Parent or any Borrower that qualifies as a “legal entity customer” under the

Beneficial Ownership Regulation. The Loan Parties shall promptly provide all such information,

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including supporting documentation and other evidence, as may be reasonably requested by

any Lender or the Agent, or any prospective assign or participant of a Lender or the Agent, in

order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(2)If the Agent has ascertained the identity of any Loan Party or any authorized

signatories of any such Loan Party for the purposes of applicable AML Legislation, then the

Agent:

(i)shall be deemed to have done so as an agent for each Lender, and this

Agreement shallconstitute a “written agreement” in such regardbetween

each Lender and the Agent within the meaning of applicable AML

Legislation; and

(ii)shall provide to each Lender copies of all information obtained in such

regard without any representation or warranty as to its accuracy or

completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing,

each ofthe Lenders agrees thatthe Agent has no obligation to ascertain the identity ofthe

Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to

confirm the completeness or accuracy of any information it obtains from the Loan Parties or any

such authorized signatory in doing so.

Section14.11 NoOtherDuties,etc.

Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or holders of similar

titles, if any, specified in this Agreement shall have any powers, duties or responsibilities under this

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a

Lender hereunder.

Section14.12ErroneousPaymentsByTheAgent

(1)If the Agent notifies a Lender or other Secured Party, or any Person who has

received funds on behalf of a Lender or other Secured Party (any such Lender, other Secured

Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole

reasonable discretion that any funds received by such Payment Recipient from the Agent or

any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly

received by, such Payment Recipient (whether or not known to such Payment Recipient) (any

such funds, whether received as a payment, prepayment or repayment of principal, interest,

fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and

demands the return of such Erroneous Payment (or a portion thereof), such Erroneous

Payment shall at all times remain the property of the Agent and shall be segregated by the

Payment Recipient and held in trust for the benefit of the Agent, and such Payment Recipient

shall promptly, but in no event later than one Business Day thereafter, return to the Agent, in

same day funds (in the currency so received), the amount of any such Erroneous Payment (or

portion thereof), together with interest thereon in respect of each day from and including the

date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to

the date such amount is repaid to the Agent (i) in respect of an Erroneous Payment in U.S.

Dollars, at the greater of the Federal Funds Rate and a rate determined by the Agent in

accordance with prevailing banking industry rules on interbank compensation from time to time

in effect, or (ii) in respect of an Erroneous Payment in Canadian Dollars, at a rate determined

by the Agent in accordance with prevailing banking industry rules on interbank compensation

from time to time in effect. To the extent permitted by applicable law, no Payment Recipient

shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to

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waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any

demand, claim or counterclaim by the Agent for the return of anyErroneous Payment received,

including without limitation waiver of any defense based on “discharge for value” or any similar

doctrine. A notice of the Agent to any Payment Recipient under this Section 14.12(1) shall be

conclusive, absent manifest error.

Without limiting immediately preceding Section 14.12(1), each Payment Recipient hereby further agrees that

if it receives an Erroneous Payment from the Agent (or any of its Affiliates) (x) that is in a different amount

than, or on a different date from, that specified in a notice of payment sent by the Agent (or any of its

Affiliates) with respect to such Erroneous Payment (the “Payment Notice”), or (y) that was not preceded or

accompanied by aPayment Notice sent by the Agent (or any of its Affiliates), then, said Payment Recipient

shall be on notice, in each case, that an error has been made with respect to such Erroneous Payment. Each

Payment Recipient agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment

(or portion thereof) may have been sent in error, such Payment Recipient shall promptly notify the Agent of

such occurrence and, upon demand from the Agent, it shall promptly, but in no event later than one Business

Day thereafter, return to the Agent theamount of anysuch Erroneous Payment (or portion thereof) in same

dayfunds (in the currency so received), together with interest thereon in respect of each day from and

including the date such Payment (or portion thereof) was received by such Payment Recipient to the date

such amount is repaid to the Agent (i) in respect of an Erroneous Payment in U.S. Dollars, at the greater of

the Federal Funds Rate and a rate determined by the Agent in accordance with prevailing banking industry

rules on interbank compensation from time to time in effect, or (ii) in respect of an Erroneous Payment in

Canadian Dollars, at a rate determined by the Agent in accordance with prevailing banking industry rules on

interbank compensation from time to time in effect.

(2)EachPaymentRecipientherebyauthorizestheAgenttosetoff,netandapplyany

and all amounts at any time owing to such Payment Recipient under any Loan Document, or

otherwise payable or distributable by the Agent to such Payment Recipient from any source,

against any amount due to the Agent under any of the immediately preceding Section 14.12(1)

or Section 14.12(2) or under the indemnification provisions of this Agreement.

(3)In the event that an Erroneous Payment (or portion thereof) is not recovered by

the Agent for any reason, after demand therefor by the Agent (such unrecovered amount, an

“Erroneous Payment Return Deficiency”), the Borrowers and each other Loan Party hereby

agrees that (x) the Agent shall be subrogated to all the rights of such Payment Recipient with

respect to such amount (including, without limitation, the right to sell and assign the Advances

(or any portion thereof), which were subject to the Erroneous Payment Return Deficiency) and

(y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any

Secured Obligations owed by the Borrowers or any other Loan Party, except, in each case, to

theextentsuchErroneousPaymentis,andsolelywithrespecttotheamountofsuchErroneous

Payment that is, comprised of funds received by the Agent from the Borrowers or any other

Loan Party for the purpose of making such Erroneous Payment For the avoidance of doubt, no

assignment of an Erroneous Payment Return Deficiency will reduce the Commitments of any

Payment Recipient and such Commitments shall remain available in accordance with the terms

ofthis Agreement.In addition, each party hereto agrees that, except to the extent that the

Agent has sold an Advance (or portion thereof) acquired pursuant to the assignment of an

Erroneous Payment Return Deficiency, and irrespective of whether the Agent may be equitably

subrogated, the Agent shall be contractually subrogated to all the rights and interests of the

applicable Payment Recipient under the Loan Documents with respect to each Erroneous

Payment Return Deficiency.

(4)Each party’s obligations, agreements and waivers under this Section 14.12 shall

survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or

the replacement of, a Lender, the termination of the Commitments and/or the repayment,

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satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan

Document.

Section14.13 ReceiptofPayments

If, at any time or times any Lender (including, for the avoidance of doubt, any Lenderthat takes Security

under the Bank Act (Canada) (“Bank Act Security”) at the request of the Agent) shall receive (i) by payment,

foreclosure, enforcement, setoff, or otherwise, anyproceeds of collateral or any payments with respect to the

Secured Obligations, except for any such proceeds or payments received by such Lender from the Agent

pursuant to the terms of this Agreement, or (ii) payments from the Agent in excess of such Lender’s Pro Rata

Share ofall such distributions by the Agent, such Lender promptly shall (A) turn the same over to the Agent,

in kind, and with such endorsements as may be required to negotiate the same toAgent, or in immediately

available funds, as applicable, for the account of all of the Lenders and for application to the Secured

Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse

or warranty, an undivided interest and participation in the Secured Obligations owed to the other Lenders so

that such excesspayment received shall be applied rateably as among the Lenders in accordance with their

Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is

thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as

applicable, and the applicable portion of the purchase price paid therefor shallbereturnedtosuch

purchasingparty,butwithoutinterestexcepttotheextentthatsuch

purchasingpartyisrequiredtopayinterestinconnectionwiththerecoveryoftheexcess

payment.

Section14.14 BankActSecurity

Without limitation of the foregoing, none of Bank of Montreal or any other Lender that

takes Bank Act Security at the request of the Agent (each, a “BankAct SecurityLender”) shall

take any action to enforce, foreclose on, release any Lien under, continue, extend or perfect the

Bank Act Security unless the Agent agrees that such Bank Act Security Lender shall take such

action, provided that the (i) partial or full release, and (ii) continuance, extension or perfection of

Bank Act security liens (held by such Bank Act Security Lender on any collateral) shall be a

required action by such Bank Act Security Lender if the Agent so requests or if the Agent is

otherwise taking such steps with respect to the Agent’s Liens in accordance with this

Agreement. In the event that a Bank Act Security Lender takes any such action such Bank Act

Security Lender to take such action, or otherwise in accordance with the foregoing, such Bank

Act Security Lender’s costs and expenses in its capacity as holder of the Bank Act Security

shall form part of and constitute such Lender’s enforcement costs and expenses for the

purposes of this Agreement, and such Bank Act Security Lender shall be entitled to the same

immunities, indemnities and exclusion from liability as are prescribed in favor of the Agent in

this Agreement, which shall apply mutatis mutandis. In addition to the foregoing, the provisions

set forth in Article 14 with respect to the Agent shall also apply in each case to any Bank Act

SecurityLenderasholderoftheBankActSecurity.Notwithstandinganythingtothecontraryset

forth in the Agreement, this Section may not be amended without the consent of any Bank Act

Security Lender for so long such Bank Act Security Lender holds the Bank Act Security.

Section14.15RemovalofaNon-ConsentingLender

(1)In the event that in connection with any proposed amendment, modification,

termination, waiver or consent with respect to any of the provisions hereof as contemplated by

Section 18.01 the consent of the Majority Lenders shall have been obtained but the consent of

one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is

required shall not have been obtained; then, with respect to each Non-Consenting Lender (the

“Terminated Lender”) the Borrowers may, by giving written notice to the Agent and any

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Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such

Terminated Lender hereby irrevocably agrees) to assign its outstanding Advances and its

Commitment, if any, in full to one or more Replacement Lenders in accordance with the

provisionsofthisAgreementandtheBorrowersshallpaythefees,ifany,payablethereunderin

connection with any assignment from the Non-Consenting Lender; provided:

(i)onthedateofsuchassignment,theReplacementLendershallpaytothe

Terminated Lender an amount equal to the sum of (a) an amount equal

to the principal of, and all accrued interest on, all outstanding Advances

of the Terminated Lender, (b) an amount equal to all unreimbursed

drawings that have been funded by such Terminated Lender, together

with all then unpaid interest with respect thereto at such time, and (c) an

amount equal to all accrued, but theretofore unpaid fees owing to such

Terminated Lender pursuant to this Agreement;

on the date of such assignment, the Borrowers shall pay any amounts payable to such Terminated Lender in

respect to any breakage costs or

otherwiseowedasaconsequenceofsuchrepaymentorotherwiseasifit

were a prepayment; and

(ii)eachReplacement Lender shallconsent, at the time of such assignment,

toeachmatterinrespectofwhichsuchTerminatedLenderwasa

Non-Consenting Lender;

(iii)provided, the Borrowers may not make such election with respect to any

Terminated Lender that is also the Fronting Lender unless, prior to the

effectiveness of such election, the Borrowers shall cause each

outstanding Letter of Credit issued by the Fronting Lender to be

cancelled or cash collateralized or otherwise supported in a manner

satisfactory to the Fronting Lender. Upon the prepayment of all amounts

owing to any Terminated Lender and the termination of such Terminated

Lender’s Commitment, if any, such Terminated Lender shall no longer

constitute a “Lender” for purposes hereof; provided, any rights of such

Terminated Lender to indemnification hereunder shall survive as to such

Terminated Lender.

(2)The right of the Borrowers to replace any Lender pursuant to Section 14.15 is

suspended during any period for which an Event of Default has occurred and is

continuing.

ARTICLE 15

NOTICES:EFFECTIVENESS;ELECTRONICCOMMUNICATION

Section15.01 Notices,etc.

(1)Notices Generally. Except in the case of notices and other communications

expressly permitted to be given by telephone (and except as-provided in paragraph (2) below),

all notices and other communications provided for herein shall be in writing and shall be

delivered by hand or overnight courier service, mailed bycertified or registered mail or email or

sent by fax to the addresses or fax numbers set out opposite the applicable name on the

signature pages hereto or, in respect of the Lenders, on SCHEDULE 8 to this Agreement or, if

to a Lender, to it at its address or fax number specified in the Register or, if to a Loan Party

other than the Parent, in care of any of the Parent. Any notice that is provided to the Parent by

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the Agent or a Lender shall be deemed to have been provided to all Loan Parties for purposes

of this Agreement and the other Loan Documents. Any notice or other reporting obligation

(other than an Accommodation Notice) that is required to be provided by, or otherwise may be

provide by, one or more of the Loan Parties under this Agreement or any other Loan

Documents maybeprovided bythe Parent (and when soprovidedshallbebinding onallof the

Loan Parties).

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed

to have been given when received; notices sent by telecopier shall be deemed to have been given when sent

(except that, if not given on a Business Day between 9:00a.m.and5:00p.m.localtimewheretherecipientis

located,shallbedeemedtohavebeen given at 9:00 a.m. on the next Business Day for the recipient). Notices

delivered through electronic communications to the extent provided in paragraph (2) below, shall be effective

as provided in said paragraph (2).

(2)Electronic Communications. Notices and other communications to the Loan

Parties and the Lenders hereunder may be delivered or furnished by electronic communication

(including e-mail and Internet or intranet websites and any E-System) pursuant to procedures

approved by the Agent and the Loan Parties. The Agent or the applicable Loan Party may, in

their discretion, agree to accept notices and other communications toit hereunder byelectronic

communications pursuant to procedures approved by it, provided that approval of such

procedures may be limited to particular notices or communications.

(3)Change of Address, Etc. Any party hereto may change its address, email

address or fax number for notices and other communications hereunder by notice to the other

parties hereto.

ARTICLE 16

EXPENSES;INDEMNITY:DAMAGEWAIVER

Section16.01 Expenses;Indemnity:DamageWaiver.

(1)Costs and Expenses. The Borrowers shall pay (i) all reasonable out-of-pocket

expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and

disbursements of counsel for the Agent, in connection with the syndication of the credit facilities

provided for herein, the preparation, negotiation, execution, delivery and administration of this

Agreement and the other Loan Documents or anyamendments, modifications or waivers of the

provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby

shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent or

any Lender including the reasonable fees, charges and disbursements of counsel, in

connection with the enforcement or protection of its rights in connection with this Agreement

and the other Loan Documents, including its rights under this Section, or in connection with the

Accommodations issued hereunder, including all such out-of-pocket expenses incurred during

any workout, restructuring or negotiations in respect of such Accommodations.

Indemnification bythe Parent and the Borrower. The Parent and the Borrowers shall indemnify the Agent

(and any sub-agent thereof), each Lender, and each Related Party of anyoftheforegoingPersons(each

suchPersonbeingcalledan“Indemnitee”)against,and hold each Indemnitee harmless from, any and all

losses, claims, damages, liabilities and related expenses, includingthe reasonable fees, charges and

disbursements of any counsel for anyIndemnitee, incurred by any Indemnitee or asserted against any

Indemnitee by any third partyorbyanyLoanPartyarisingoutof,inconnectionwith,orasaresultof(i)

theexecutionor deliveryofthisAgreement,anyotherLoanDocumentoranyagreementor

instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of

theirrespectiveobligationshereunderorthereunderortheconsummationor

non-consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation ortheuse

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orproposeduseoftheproceedstherefrom(includinganyrefusalbytheFronting LetterofCreditLender

tohonourademandforpaymentunderaLetterofCreditifthedocuments presented in connection with

such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged

presence or Release of Hazardous Materials on orfromanypropertyowned,leased,usedoroperatedby

anyTucowsGroupEntity,orany Environmental Liabilities related in any way to any Tucows Group Entity,

or (iv) any actual orprospectiveclaim,litigation,investigationorproceedingrelatingtoanyofthe

foregoing, whetherbasedoncontract,tortoranyothertheory,whetherbroughtbyathirdpartyorbya

LoanPartyandregardlessofwhetheranyIndemniteeisapartythereto,providedthatsuch indemnity

shallnot,astoanyIndemnitee,beavailabletotheextentthatsuchlosses,claims,

damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction

by final and non-appealable judgment to have resulted from the gross negligence or wilful

misconduct of such Indemnitee or from disputes amongst Indemnitees or (y) result from a claim

brought by any Loan Party against an Indemnitee for breach of such Indemnitee’s obligations

hereunderorunderanyotherLoanDocument,iftheLoanPartyhasobtainedafinaland

non-appealable judgment in its favour on such claim as determined by a court of competent

jurisdiction, nor shall it be available in respect of Taxes other than Taxes that represent losses or

damages arising from any non-Tax claim or matters specifically addressed in Section 10.02 and

Section 16.01(1).

(2)Reimbursement by Lenders. To the extent that any Loan Party for any reason

fails to indefeasibly pay any amount required under paragraph (1) or (2) of this Section to be

paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing,

each Lender severally agrees to pay to the Agent (or any such sub-agent) or such Related

Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time

that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid

amount,providedthattheunreimbursedexpenseorindemnifiedloss,claim,damage,liabilityor

related expense, as the case may be, was incurred by or asserted against the Agent (or any

such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing

acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of

the Lenders under this paragraph (3) are subject to the other provisions of this Agreement

concerning several liability of the Lenders.

(3)Waiver of Consequential Damages, Etc. To the fullest extent permitted by

applicable Law, the Borrowers and the Guarantors shall not assert, and hereby waive, any

claim against any Indemnitee, on any theory of liability, for indirect, consequential, punitive,

aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection

with, or as a result of, this Agreement, any other Loan Document or any agreement or

instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby

or thereby, any Accommodation or the use of the proceeds thereof. No Indemnitee shall be

liable for any damages arising from the use by unintended recipients of any information or other

materials distributed by it through telecommunications, electronic or other information

transmission systems in connection with this Agreement or the other Loan Documents or the

transactions contemplated hereby or thereby, except to the extent such damages have resulted

from the gross negligence or wilful misconduct of such Indemnitee as determined by a court of

competent jurisdiction by final and non-appealable judgment.

(4)Payments. All amounts due under this Section shall be payable promptly after

demand therefor with documented particulars thereof. A certificate of the Agent or a Lender

setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related

Party, as the case may be, as specified in this Section, including reasonable detail of the basis

of calculation of the amount or amounts, anddelivered to theParent shallbeconclusiveabsent

manifest error.

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ARTICLE 17

SUCCESSORSANDASSIGNS

Section17.01 SuccessorsandAssigns.

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to

the benefit of the parties hereto andtheir respective successors and

assigns permitted hereby except that neither the Parent, the Borrowers nor anyGuarantor may

assign or otherwise transfer any of its rights or obligations hereunder without the prior written

consent of the Agent and each Lender. No Lender may assign or otherwise transfer any of its

rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the

provisions of paragraph (2) of this Section, (ii) by way of participation in accordance with the

provisions of paragraph (4) of this Section, or (iii) by way of pledge or assignment of a security

interest subject to the restrictions of paragraph (6) of this Section (and any other attempted

assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,

expressed or implied, shall be construed to confer upon any Person (other than the parties

hereto, their respective successors and assigns permitted hereby, Participants to the extent

provided in paragraph (4) of this Section and, to theextent expresslycontemplatedhereby, the

Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or

claim under or by reason of this Agreement.

(5)Assignments by Lenders. Any Lender may at any time assign to one or more

Eligible Assignees all or a portion of its rights and obligations under this Agreement (including

all or a portion of its Commitment and the Accommodations Outstanding at the time owing to it);

provided that:

(i)except if an Event of Default has occurred and is continuing or in the

case of an assignment of the entire remaining amount of the assigning

Lender’s Commitment and the Accommodations Outstanding at the time

owing to it or in the case of an assignment to a Lender or an Affiliate of a

Lender or an Approved Fund with respect to a Lender, the aggregate

amount of the Commitment being assigned (which for this purpose

includes Accommodations Outstanding thereunder) or, if the applicable

Commitment is not then in effect, the principal outstanding balance of the

Accommodations Outstanding of the assigning Lender subject to each

such assignment (determined as of the date the Assignment and

Assumption with respect to such assignment is delivered to the Agent or,

if “Trade Date” is specified in the Assignment and Assumption, as of the

Trade Date) shall not be less than $5,000,000, unless each of the Agent

and, so long as no Event of Default has occurred and is continuing, the

Parent otherwise consents to a lower amount;

(ii)each partial assignment shall be made as an assignment of a

proportionate part of all the assigning Lender’s rights and obligations

under this Agreement with respect to the Accommodations Outstanding

ortheCommitmentassigned,exceptthatthisclause(b)shallnotprohibit

any Lender from assigning all or a portion of its rights and obligations

among separate credits on a non-pro rata basis;

any assignment of a Commitment must be approved by the Fronting Letter of Credit Lenders and the

Swingline Lender (such approval not to beunreasonablywithheld,conditionedordelayed)unlessthePerson

that is the proposed assignee is itself already a Lender (other than a Defaulting Lender);

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(iii)except if any Event of Default has occurred and is continuing, any

assignment must be approved by the Agent (such approval not to be

unreasonably withheld, conditioned or delayed) unless:

(A)theproposedassigneeisitselfalreadyaLender;or

(B)theproposedassigneeisabankwhosesenior,unsecured,

non-credit enhanced, long term debt is rated at least A3, A- or A

low by at least two of Moody’s, S&P and DBRS, respectively;

(iv)anyassignmentmustbeapprovedbytheParent(suchapprovalnottobe

unreasonably withheld or delayed) unless (i) the proposed assignee is

itself an Affiliate of such assigning Lender or an Approved Fund; or (ii) if

an Event of Default under Section 9.01(1), Section 9.01(2), Section

9.01(4)(iii), Section 9.01(8) or Section 9.01(9) has occurred and is

continuing;

(v)the parties to each assignment shall execute and deliver to the Agent an

Assignment and Assumption, together with a processing andrecordation

fee of Cdn.$3,500 payable by the Eligible Assignee (unless such

assignment is from a Lender to an Affiliate or Approved Fund thereof)

and such Eligible Assignee, if it shall not be a Lender, shall deliver tothe

Agent an administrative questionnaire satisfactory to the Agent; and

(vi)in connection with any assignment of rights and obligations of any

Defaulting Lender hereunder, no such assignment shall be effective

unless and until, in addition to the other conditions thereto set forth

herein, the parties to the assignment shall make such additional

payments to the Agent in an aggregate amount sufficient, upon

distribution thereof as appropriate (which may be outright payment,

purchases by the assignee of participations or sub-participations, or other

compensating actions, including funding, with the consent of the Parent

and the Agent, the applicable pro-rata share of Accommodations

previously requested but not funded by the Defaulting Lender, to each of

which the applicable assignee and assignor hereby irrevocably consent),

to (1) pay and satisfy in full all payment liabilities then owed by such

Defaulting Lender to the Agent, each Fronting Letter of Credit Lender and

each other Lender hereunder (and interest accrued thereon), and (2)

acquire (and fund as appropriate) its full pro rata share of all

Accommodations and participations in Letters of Credit in accordance

with the percentage equivalent of the ratio which such Defaulting

Lender’s portion of the Commitment bears to the aggregate amount of

the Commitment. Notwithstanding the foregoing, in the event that any

assignment of rights and obligations of any Defaulting Lender hereunder

shall become effective under applicable Law without compliance with the

provisions of this paragraph, then the assignee of such interest shall be

deemed to be a Defaulting Lender for all purposes of this Agreement until

such compliance occurs.

Subject to acceptance and recording thereof by the Agent pursuant to clause (iv) of this paragraph2,from

andaftertheeffectivedatespecifiedineachAssignmentandAssumption,

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the Eligible Assignee thereunder shall be a party to this Agreement with respect to the interest

assigned and, to theextent of theinterest assigned bysuchAssignment andAssumption, have

the rights and obligations of a Lender under this Agreement and the other Loan Documents,

including anycollateral security, and the assigning Lender thereunder shall, to the extent of the

interest assigned by such Assignment and Assumption, be released from its obligations under

this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning

Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party

hereto) but shall continue to be entitled to the benefits of Article 10 and Article 16, and shall

continue to be liable for any breach of this Agreement by such Lender, with respect to facts and

circumstances occurring prior to the effective date of such assignment; provided that except to

the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting

Lender willconstitute a waiver or release of anyclaim of anypartyhereunder arising from that

Lender having been a Defaulting Lender. Any payment by an assignee to an assigning Lender

in connection with an assignment or transfer shall not be or be deemed to be a repayment by

the Borrowers or a new Accommodations to the Borrowers.

Notwithstanding any other provision of this Agreement, the Agent shall have no

responsibility for monitoring anyassignments or participations to Ineligible Transferees. The list

of all Ineligible Transferees shall be made available to all Lenders.

(6)Register. The Agent shall maintain at one of its offices in Toronto, Ontario a copy

of each Assignment and Assumption delivered to it and a register for the recordation of the

names and addresses of the Lenders, and the Commitments of, and principal amounts (and

stated interest) of the Accommodations Outstanding owing to, each Lender pursuant to the

terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,

absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person

whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for

all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be

available for inspection by the Borrowers and any Lender, at any reasonable time and from time

to time upon reasonable prior notice.

Each Lender that sells a participation shall, acting solely for this purpose and as agent

of the Borrower, maintain a register on which it enters the name and address of each

Participant and the principal amounts (and stated interest) of each Participant’s interest in the

Accommodations Outstanding or other obligations under the Loan Documents (the

“Participant Register”); provided that no Lender shall have any obligation to disclose all or

any portion of the Participant Register (including the identity of any Participant or any

information relating to a Participant’s interest in any commitments, loans, letters of credit or its

other obligations under any Loan Document) to any Person except to the extent that such

disclosure is necessary to establish that such commitment, loan, letter of credit or other

obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

Regulations. The entries in the Participant Register shall be conclusive absent manifest error,

andsuchLendershalltreateachPersonwhosenameisrecordedintheParticipantRegisteras

the owner of such participation for all purposes of this Agreement notwithstanding anynotice to

the contrary.

Participations. Any Lender may at any time, without the consent of, or notice to, the Parent or the Agent, sell

participations to any Person (other than a natural person, a Loan Party, any Affiliate of a Loan Party, a

Defaulting Lender or an Ineligible Transferee) (each, a “Participant”) in all or a portion of such Lender’s rights

and/or obligations under this Agreement (including all or a portion of its Commitment and/or the

Accommodations Outstanding owing to

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it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)

such Lender shall remain solely responsible to the other parties hereto for the performance of

such obligations and (iii) the Parent, the Borrowers, the Agent and the other Lenders shall

continue to deal solely and directly with such Lender in connection with such Lender’s rights

and obligations under this Agreement. Any payment by a Participant to a Lender in connection

withasaleofaparticipationshallnotbeorbedeemedtobearepaymentbytheBorrowersora

new Accommodation to the Borrowers.

Subject to paragraph (5) of this Section, the Parent and each Borrower agrees that to

the extent permitted by Law, each Participant shall be entitled to the benefits of Article 11 as

though it were a Lender and had acquired its interest by assignment pursuant to paragraph (2)

of this Section, provided such Participant agrees to be subject to Article 12 as though it were a

Lender.

(7)Limitations upon Participant Rights. A Participant shall not be entitled to

receiveanygreaterpaymentunder Section10.01and Section10.02thantheapplicableLender

would have been entitled to receive with respect to the participation sold to such Participant,

unless the sale of the participation to such Participant is made with the Parent’s prior written

consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to

the benefits of Article 10.

(8)CertainPledges. AnyLendermayatanytimepledgeorassignasecurityinterest

in all or any portion of its rights under this Agreement to secure obligations of such Lender, but

no such pledge or assignment shall release such Lender from any of its obligations hereunder

or substitute any such pledgee or assignee for such Lender as a party hereto.

ARTICLE 18

AMENDMENTSANDWAIVERS

Section18.01AmendmentsandWaivers

(1)Subject to subsections (2), (3), (5) and (6) no acceptance, amendment or waiver

of any provision of any of the Loan Documents, nor consent to any departure by the Loan

Parties or any other Person from such provisions, shall be effective unless in writing and

approved by the Majority Lenders. Any acceptance, amendment, waiver or consent shall be

effective only in the specific instance and for the specific purpose for which it was given. Any

consent or acknowledgement provided by the Parent shall be binding on all Loan Parties.

Subject to Section 2.15(1), only written acceptances, amendments, waivers or consents signed by (i) all of

the Lenders shall increase the Commitment (other than as contemplated by Section 2.03) (and any increase

of any Lender’s Commitment shall require the consent of such Lender); (ii) each Lender to whom such

reduction shall apply, shall reduce the principal or amount of, or interest on, directly, any Accommodations

Outstanding or any Fees (provided that, for greater certainty, the Majority Lenders may amend the definition

of Total Funded Debt to Adjusted EBITDA Ratio or any of its constituent parts notwithstanding anyeffect on

the Applicable Margin); (iii) each Lender to whom such postponement shall apply,shall postpone any date

fixed for any payment of principal of, or interest on, any Accommodations Outstanding or any Fees; (iv) all of

the Lenders shall change the percentage ofthe Commitmentsorthe numberorpercentageofLenders

requiredfor the Lenders, or any of them, or the Agent to take any action; (v) all of the Lenders shall permit

any termination ofany of the guarantees required hereunder or the Security or release any of the guarantees

or all

or substantially all of the Assets subject to the Security (except as contemplated by this

Agreement or the other Loan Documents); (vi) all of the Lenders shall change the definition of

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Majority Lenders; (vii) all of the Lenders shall amend Section 9.03; or(viii) all of the Lenders

shall amend this Section 18.01(2); or (ix) all Lenders shall amend the Maturity Date.

(2)Onlywrittenacceptances,amendments,waiversorconsentssignedbytheAgent,

in addition to the MajorityLenders, shall affect the rights or duties of the Agent in such capacity

under the Loan Documents. Only written acceptances, amendments, waivers or consents

signed by a Fronting Letter of Credit Lender shall affect the rights or duties of such Fronting

Letter of Credit Lender in such capacity under the Loan Documents. Only written acceptances,

amendments, waivers or consents signed by the Swingline Lender shall affect the rights or

duties of the Swingline Lender in such capacity under the Loan Documents.

(3)AnythinginthisAgreementtothecontrarynotwithstanding,nowaiver,amendment

or modification of any provision of this Agreement that has the effect (either immediately or at

some later time, or directly or indirectly) of enabling the Loan Parties to satisfy a condition

precedent to the making of any Accommodation that represents an increase in the

Accommodations Outstanding shall be effective against the Lenders only if the Majority

Lenders have concurred with such waiver, amendment or modification.

(4)Notwithstanding anything in this Agreement or any other Loan Document to the

contrary, the Agent and the Borrowers may, without the consent of any Lender, enter into

amendments or modifications to this Agreement or any of the other Loan Documents or to enter

into additional Loan Documents as the Agent deems appropriate in order to implement any

Benchmark Replacement, Canadian Benchmark Replacement, any Conforming Change or an

any Canadian Benchmark Replacement Conforming Change or otherwise effectuate the terms

of Section 3.06 or Section 3.07 (as applicable) in accordance with the terms thereof.

Section18.02 JudgmentCurrency.

(1)If, for the purposes of obtaining judgment in any court, it is necessary to convert a

sum due to a Lender in any currency (the “Original Currency”) into another currency (the

“Other Currency”), the parties agree, to the fullest extent that they may effectively do so, that

the rate of exchange used shall be that at which, in accordance with normal banking

procedures, such Lender could purchase the Original Currency with the Other Currency on the

Business Day preceding the day on which final judgment is given or, if permitted by applicable

Law, on the day on which the judgment is paid or satisfied.

The obligations of the Loan Parties in respect of any sum due in the Original Currency from it to any Lender

under any of the Loan Documents shall, notwithstanding any judgment in any Other Currency, be discharged

only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due

in the Other Currency, the Lender may, in accordance with normal banking procedures, purchase the Original

Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum

originally due to the Lender in the Original Currency, the Loan Parties agree, as a separate obligation and

notwithstanding the judgment, to indemnify the Lender, against any loss, and, if the amount of the Original

Currency so purchased exceeds the sum originally due to the Lender in the Original Currency, the Lender

shall remit such excess to the Parent.

ARTICLE 19

GOVERNINGLAW;JURISDICTION;ETC.

Section19.01 GoverningLaw;Jurisdiction;Etc.

(1)Governing Law. This Agreement shall be governed by, and construed in

accordance with, the laws of the Province of Ontario and the laws of Canada applicable inthat

Province.

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(2)Submission to Jurisdiction. Each of the Loan Parties irrevocably and

unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts

of the Province of Ontario, and any appellate court from any thereof, in any action or

proceeding arising out of or relating to this Agreement or any other Loan Document, or for

recognition or enforcement of any judgment, and each of the parties hereto irrevocably and

unconditionallyagrees that allclaims in respect of anysuchaction or proceeding maybe heard

and determined in such court. Each of the parties hereto agrees that a final judgment in any

such action or proceeding shallbeconclusiveand maybe enforced in other jurisdictions bysuit

on the judgment or in any other manner provided by law. Nothing in this Agreement or in any

other Loan Document shall affect anyright that the Agent or anyLender mayotherwise have to

bring any action or proceeding relating to this Agreement or any other Loan Document against

a Loan Party or its properties in the courts of any jurisdiction.

(3)WaiverofVenue.TheLoanPartieseachirrevocablyandunconditionallywaive,to

the fullest extent permitted by applicable Law, any objection that it may now or hereafter have

to the laying of venue of any action or proceeding arising out of or relating to this Agreement or

any other Loan Document in any court referred to in paragraph (2) of this Section. Each of the

parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the

defence of an inconvenient forum to the maintenance of such action or proceeding in any such

court.

(4)USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act (Title

III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended from time to time, the

“Patriot Act”), and the Agent (for itself and not on behalf of any Lender), hereby notifies each

Loan Party that, pursuant to the requirements of the Patriot Act, such Lender and the Agent are

required to obtain, verify and record information that identifies each Loan Party, which

information includes the name and address of each Loan Party (and other identifying

information in the event this information is insufficient to complete verification) that will allow

such Lender or the Agent, as applicable, to identify each Loan Party in accordance with the

Patriot Act.

ARTICLE 20

WAIVEROFJURYTRIAL

Section20.01 WaiverofJuryTrial

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER

BASED ON CONTRACT,TORTORANYOTHERTHEORY).EACHPARTYHERETO(A)CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER

AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

ARTICLE 21

COUNTERPARTS;INTEGRATION;EFFECTIVENESS;ELECTRONICEXECUTION

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Section21.01 Counterparts;Integration;Effectiveness;ElectronicExecution.

(1)Counterparts; Integration; Effectiveness. This Agreement and each other Loan

Document may be executed in one or more counterparts (and by different parties hereto or

thereto in different counterparts), each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument. Delivery by fax or other electronic

transmission of an executed counterpart of a signature page to this Agreement and each other

Loan Document shall be effective as delivery of an original executed counterpart of this

Agreement and such other Loan Document. This Agreement shall become effective when it has

been executed by the Agent and when the Agent has received counterparts hereof that, when

taken together, bear the signatures of each of the other parties hereto.

(2)Electronic Execution. The words “execution,” “execute”, “signed,” “signature,”

and words of like import in or related to any document to be signed in connection with this

Agreement or any other Loan Document shall be deemed to include electronic signatures, or

the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature or the use of a paper based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable

law, including, without limitation, as in provided Parts 2 and 3 of the Personal Information

Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000

(Ontario), the Electronic Commerce Act (Nova Scotia), the Electronic Transaction Acts (British

Columbia), the Electronic Transactions Act (Alberta), or any other similar laws based on the

Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Agent may,

in its discretion, require that any such documents and signatures executed electronically or

delivered by fax or other electronic transmission be confirmed by a manually-signed original

thereof; provided that the failure to request or deliver the same shall not limit the effectiveness

of any document or signature executed electronically or delivered by fax or other electronic

transmission.

ARTICLE 22

TREATMENTOFCERTAININFORMATION:CONFIDENTIALITY

Section 22.01TreatmentofCertainInformation:Confidentiality;Non-Public

Information.

Each of the Agent and the Lenders shall maintain the confidentiality of the Information (as defined below),

except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners,

directors, officers, employees, agents, advisors and representatives (to the extent necessary to administer or

enforce this Agreement and the otherLoanDocuments)(itbeingunderstoodthatthePersonstowhomsuch

disclosureis made

will be informed of the confidential nature of such Information and instructed to keep such

Information confidential, with the applicable Agent or Lender being responsible for such

Person’s compliance with this Section), (b) to the extent requested by any regulatory authority

having jurisdiction over it (including any self-regulatory authority), (c) to the extent required by

applicableLawsorsimilarlegalprocess,(d)toanyotherpartyhereto,(e)inconnectionwiththe

exercise of any remedies hereunder or under any other Loan Document or any action or

proceeding relating to this Agreement or any other Loan Document or the enforcement of rights

hereunder or thereunder, (f) subject to an agreement containing provisions substantially the

same as those of this Section, to (i) any assignee of or Participant in, or any prospective

assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any

actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or

similar transaction relating to the Parent and its obligations, (g) with the consent of the Parent

or (h) to the extent such Information (x) becomes publicly available other than as a result of a

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breach of this Section by such Person or actually known to such Person or (y) becomes

available to, or has been made available to, the Agent or any Lender on a non-confidential

basis from a source other than any Loan Party, and (z) for the avoidance of doubt, by Agent to

any Secured Party. If the Agent or any Lender is requested or required to disclose any

Information (other than to any bank or other regulatory examiner) pursuant to or as required by

applicable Laws or by a subpoena or similar legal process, the Agent or such Lender, as

applicable, shall use its reasonable commercial efforts to provide the Parent with notice of such

requests or obligation in sufficient time so that the Parent may seek an appropriate protective

order or waive the Agent’s, or such Lender’s, as applicable, compliance with the provisions of

thisSection,andtheAgentandsuchLender,asapplicable,shall,totheextentreasonable,

co-operate with the Parent in the Parent obtaining any such protective order.

(3)For purposes of this Section, “Information” means all information received from

any Loan Party relating to any Tucows Group Entity or Ting Fiber Group Entity any of their

respective businesses. Any Person required to maintain the confidentiality of Information as

provided in this Section shall be considered tohave complied with its obligation to do soif such

Person has exercised the same degree of care to maintain the confidentiality of such

Information as such Person would accord to its own confidential information. In addition, the

Agent may disclose to any agency or organization that assigns standard identification numbers

to loan facilities such basic information describing the facilities provided hereunder as is

necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it

being understood that the Person to whom such disclosure is made will be informed of the

confidential nature of such Information and instructed to make available to the public only such

Information as such person normally makes available in the course of its business of assigning

identification numbers.

(4)In addition, and notwithstanding anything herein to the contrary, the Agent may

provide basic information concerning the Parent, the Borrowers and the Guarantors and the

credit facilities established herein to Loan Pricing Corporation and/or other recognized trade

publishers of information for general circulation in the loan market.

The Loan Parties acknowledge and agree that (A) the Loan Documents and all reports,notices,

communicationsandotherinformationormaterialsprovidedordeliveredby,or on behalf of, the Loan Parties

hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and

made available, to the Lenders by posting such Borrower Materials on an E-System; and (B) certain of the

Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non public

information (“MNPI”) with respect to the Tucows Group or any of their respective Affiliates, or the respective

securities of

any of the foregoing, and who may be engaged in investment and other market related

activities with respect to such Persons’ securities. The Loan Parties hereby agree that they

shall (and shall cause such parent company or Subsidiary, as the case may be, to) (A) identify

in writing, and (B) to the extent reasonably practicable, clearly and conspicuously mark any

Borrower Materials that is publiclyavailable or that is not material for purposes of United States

federal and state securities laws as “PUBLIC”. The Loan Parties agree that by identifying such

Borrower Materials as “PUBLIC” or publicly filing such Information with the SEC, then Agent

and the Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI

for purposes of United States federal and state securities laws. The Loan Parties further

represent, warrant, acknowledge and agree that the following Information shall be deemed to

be PUBLIC, whether or not so marked, and do not contain any MNPI: (I) the Loan Documents,

including the schedules and exhibits attached thereto, and (II) administrative materials of a

customary nature prepared by the Loan Parties or Agent (including any Accommodation Notice

and any similar request or notice posted on or through an E-System). Before distribution of

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Borrower Materials, the Loan Parties agree to execute and deliver to Agent a letter authorizing

distribution of the evaluation materials to prospective Lenders and their employees willing to

receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not

contain MNPI and represent that no MNPI is containedtherein. The Loan Parties acknowledge

and agree that the list of Ineligible Transferees does not constitute MNPI and maybe posted to

all Lenders by Agent (including any updates or supplements thereto).

(5)Each of Agent and each Lender acknowledges and agrees that it may receive

MNPI hereunder concerning the Loan Parties and their Affiliates and agrees to use such

information in compliance with all relevant policies, procedures and applicable Laws (including

United States federal and state securities laws and regulations). Furthermore, each Public

Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all

times have selected the “Private Side Information” or similar designation on the content

declaration screen of the Platform in order to enable such Public Lender or its delegate, in

accordance with such Public Lender’s compliance procedures and applicable Law, including

United States Federal and state securities Laws, to make reference to Borrower Materials that

are not made available through the “Public Side Information” portion of the Platform and that

may contain material non public information with respect to the Parent or its securities for

purposes of United States Federal or state securities laws.

ARTICLE 23

ACKNOWLEDGEMENTANDCONSENTTOBAIL-INOFEEAFINANCIALINSTITUTIONS

Section23.01AcknowledgementandConsenttoBailInofEEAFinancial

Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other

agreement, arrangement or understanding among any such parties, each party hereto

acknowledges that any liability of any Affected Financial Institution arising under any Loan

Document, to the extent such liability is unsecured, may be subject to the write-down and

conversion powers of the applicable Resolution Authority and agrees and consents to, and

acknowledges and agrees to be bound by: (a) the application of any Write-Down and

Conversion Powers by the applicable Resolution Authority to any such liabilities arising

hereunder which may be payable to it by any party hereto that is an Affected Financial

Institution, and (b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portionof,such

liabilityintosharesorotherinstrumentsofownershipinsuchAffectedFinancial

Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise

conferred on it, and that such shares or other instruments of ownership will be accepted by it in

lieu of any rights with respect to any such liability under this Agreement or any other Loan

Document, or (iii) the variation of the terms of such liability in connection with the exercise of the

Write-Down And Conversion Powers of the applicable Resolution Authority.

[Remainder of this page left intentionally blank.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by

their respective authorized officers as of the date first above written.

AGENT:BANKOFMONTREAL,asAgent

By: /s/ Frederic Gosselin

Name: Frederic Gosselin

Title:SeniorDirector,LoanSyndications

By: /s/Paulina Kursa

Name: Paulina Kursa

Title:ManagingDirection

Address:

BankofMontrealAgentBankServices

250 Yonge Street, 11thFloor

Toronto, Ontario M5B 2L7

Attention: Manager, Agent Bank Services

Email:[***]

Facsimile:[***]

LENDERS:

BANKOFMONTREAL,asLender,Swingline

Lender, Lead Swap Arranger and Fronting

Letter of Credit Lender

By: /s/Paulina Kursa

Name: Paulina Kursa

Title:ManagingDirection

By: /s/GregoryMancina

Name: Gregory Mancina

Title: Director, Corporate Finance

BANKOFMONTREAL,CHICAGOBRANCH,

asLender,

By: /s/ Charles Reggie Rice

Name: Charles Reggie Rice

Title:VicePresident

By:

Name:

Title:

THETORONTO-DOMINIONBANK,asLender

andCo-SyndicationAgent

By: /s/Justin Whiteside

Name: Justin Whiteside

Title:Director,NationalAccounts

By:/s/KyleRackley

Name: Kyle Rackley

Title: Associate Vice President Credit

BANKOFNOVASCOTIA,asLenderand

Co-Syndication Agent

By: /s/Caitlin Furtado

Name: Caitlin Furtado

Title:Director,NationalAccounts

By:/s/SebastianReveredo

Name: Sebastian Reveredo

Title:Director,NationalAccounts

CANADIANIMPERIALBANKOF

COMMERCE,asLender,

By: /s/Jonathan Gross

Name: Jonathan Gross

Title: Associate, Authorized Signatory

By:/s/Patrick Martin

Name: Patrick Martin

Title: Vice President, Authorized Signatory

NATIONALBANKOFCANADA,asLender,

By: /s/Justin Marchesseault

Name: Justin Marchesseault

Title: Director

By:/s/DavidBernstein

Name: David Bernstein

Title: Associate Director

BUSINESSDEVELOPMENTBANKOF

CANADA,asLender,

By: /s/ David Wearing

Name: David Wearing

Title:Director,SyndicatedFinancing

By:/s/ConorJefferies

Name:ConorJefferies

Title:AssociateDirector,Syndicated

Financing

HSBCBANKCANADA,asLender,

By: /s/ Ashley Charlton

Name: Ashley Charlton

Title: Director, Corporate Banking

By:/s/JordanStewart

Name: Jordan Stewart

Title:SeniorDirector&TermLead,

Corporate Banking

BORROWERS:TUCOWSINC.,asParentandU.S.Borrower

By:

Name:DavinderSingh

Title:Treasurer and Chief Financial Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:DavinderSingh

TUCOWS.COMCO.,asCanadianBorrower

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:DavinderSingh

TINGINC.,asU.S.Borrower

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:DavinderSingh

TUCOWS(DELAWARE)INC.asU.S.

Borrower

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:

TUCOWS(EMERALD),LLC,asU.S.Borrower

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:DavinderSingh

WAVELO,INC.,asU.S.Borrower

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention:

Acknowledged and agreed by the Guarantors of the date first written above.

TUCOWSDOMAINSSERVICES,INC.,as

Guarantor

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ON

M6K 3M1

Attention:DavinderSingh

eNOM, LLC,as Guarantor

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention: DavinderSingh

ASCIOTECHNOLOGIES,CORP.,as

Guarantor

By:

Name:DavinderSingh

Title:TreasurerandChiefFinancial

Officer

Address:96MowatAve.,Toronto,ONM6K

3M1

Attention: DavinderSingh

FILING DETAILS