UNDERWRITING AGREEMENTTucows Inc /Pa/ • August 11th, 2005 • Services-computer processing & data preparation • Ontario
Subject to the terms and conditions stated herein, we understand that Tucows Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (the "Company"), proposes to issue and sell to a syndicate of several underwriters comprised of Desjardins Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets and Clarus Securities Inc. (the "Underwriters"), for whom Desjardins Securities Inc. is acting as representative (the "Representative"), 401,173 shares of common stock of the Company (the "Common Stock"). We further understand that the persons named in Schedule II hereto (the "Selling Shareholders") propose to sell to the Underwriters 21,823,827 shares of Common Stock (said shares of Common Stock to be issued and sold by the Company and said shares of Common Stock to be sold by the Selling Shareholders together hereinafter called the "Underwritten Securities"). At the option of the Underwriters, the Company also proposes, subject to the terms and conditions stated
