*

Less than 1%

(1)

Based on 57,362,236 shares outstanding as of September 8, 2010, adjusted for shares of stock exercisable by each shareholder, or the shareholders as a group, within 60 days of the record date of the annual meeting.

(2)

Includes an aggregate of 86,869 shares of common stock owned by two separate family trusts of which Mr. Noss is the trustee.

(3)

These shares of common stock are owned by Karp Corp., Inc., as nominee for Mr. Karp's wife.

(4)

These shares of common stock are owned jointly by Dr. Morrisett and his wife.

(5)

7,572,109 of these shares are held by Lacuna Hedge Fund LLLP ("Lacuna Hedge"), and are indirectly owned Lacuna, LLC ("Lacuna LLC"), and Lacuna Hedge GP LLLP ("Lacuna Hedge GP"). Mr. Ralls is a member of Lacuna LLC, the entity which serves as the sole general

16

partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Mr. Ralls does not directly own any non-derivative securities of the Issuer. Mr. Ralls disclaims beneficial ownership of the securities held by Lacuna Hedge, except to the extent of its pecuniary interest therein. 468,611 of these shares are held by Lacuna Venture Fund LLLP ("Lacuna Venture"), and are indirectly owned by Lacuna LLC and Lacuna Ventures GP LLLP ("Lacuna Ventures GP"). Mr. Ralls is a member of Lacuna LLC, the entity which serves as the sole general partner of Lacuna Ventures GP, which serves as the sole general partner of Lacuna Venture. Mr. Ralls disclaims beneficial ownership of the securities held by Lacuna Venture, except to the extent of its pecuniary interest therein.

        The following table sets forth information with respect to each shareholder known to us to be the beneficial owner of more than 5% of our outstanding common stock as of September 8, 2010:

(1)

Based on 57,362,236 shares outstanding as of September 8, 2010.

(2)

As disclosed on Amendment No. 2 to Schedule 13D, filed with the SEC on June 25, 2010. Of these shares, 468,611 are held directly by Lacuna Venture Fund LLLP ("Lacuna Venture") and 7,572,109 are held directly by Lacuna Hedge Fund LLLP ("Lacuna Hedge"). Lacuna, LLC serves as the sole general partner of each of Lacuna Ventures GP and Lacuna Hedge GP. Lacuna Ventures GP serves as the sole general partner of Lacuna Venture and Lacuna Hedge GP serves as the sole general partner of Lacuna Hedge. Neither Lacuna Ventures GP, Lacuna Hedge GP, nor Lacuna, LLC directly owns any securities of the Company. Lacuna Ventures GP, Lacuna Hedge GP and Lacuna, LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Company held by Lacuna Venture and Lacuna Hedge but disclaim beneficial ownership except to their pecuniary interest therein.

(3)

As disclosed on a Form 4, filed with the SEC on March 24, 2010. The shares are held indirectly by Diker Management, LLC, in its capacity as the Registered Investment Adviser of certain managed accounts and funds. Diker Management, LLC is a Registered Investment Adviser and as such disclaims all beneficial ownership of the shares and in any case disclaims beneficial ownership of the shares except to the extent of the reporting person's pecuniary interest therein.

        As of September 8, 2010, there were 57,362,236 shares of our common stock, no par value per share, outstanding and 8,404,583 shares issuable upon exercise of all outstanding options. As of September 8, 2010, our directors and executive officers as a group (13 persons) beneficially owned 14,009,970 shares, including 4,796,694 shares issuable to those persons upon exercise of options exercisable within 60 days of that date.

        None of our directors, our executive officers who are not directors and, to our knowledge, any beneficial owner of greater than 10% of our common stock intend to tender shares that they are deemed to beneficially own under Securities and Exchange Commission regulations on this offer.

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        Based upon our records and upon information provided to us by our directors, executive officers, associates and subsidiaries, none of any of our associates or subsidiaries or persons controlling us or, to the best of our knowledge, any of our directors or executive officers or any of our subsidiaries, or any associates or subsidiaries of any of the foregoing, has effected any transactions in our shares on the date of this offer to purchase or during the 60 days prior to the date of this offer to purchase, except for the automatic option grants to certain directors under our Amended and Restated 2006 Omnibus Equity Compensation Plan (the "2006 Plan") described below:

Arrangements With Others Concerning Our Securities.

        Equity Compensation Plans.     The 2006 Plan is currently our only plan pursuant to which equity awards are granted and issued.

        The 2006 Plan serves as a successor to Tucows' 1996 Equity Compensation Plan, or the 1996 Plan, previously approved by the shareholders, pursuant to which 11,150,000 shares of our common stock were reserved for issuance thereunder. The 1996 Plan terminated on February 25, 2006; 10,492,700 shares of our common stock were issued under the 1996 Plan prior to its termination, and, as of September 8, 2010, 4,206,333 shares were subject to outstanding awards which will continue to be governed by the terms of the 1996 Plan. No additional awards will be made under the 1996 Plan.

        The 2006 Plan was approved at our Annual Meeting of Shareholders on September 7, 2010. The 2006 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock grants, performance units, dividend equivalent rights and other stock-based awards to officers and other employees of Tucows and our subsidiaries at the discretion of the compensation committee of our board of directors. As of September 8, 2010, 4,198,250 shares were subject to outstanding awards under the 2006 Plan.

        Except as otherwise described in this offer to purchase, none of Tucows or any person controlling us or, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to our offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

        Other Plans or Proposals.     Except as described in this offer to purchase, we currently have no plans or proposals that relate to or would result in:

•

an extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;



•

a purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets that would be material to us and our subsidiaries, taken as a whole;

18

•

any material change in our present dividend rate or policy, indebtedness or capitalization;



•

any change in our present board of directors or management;



•

any other material change in our corporate structure or business;



•

a class of our equity securities being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system of a registered national securities association;



•

a class of our equity securities becoming eligible for termination of registration under the Securities Exchange Act of 1934;



•

the suspension of our obligation to file reports under the Securities Exchange Act of 1934;



•

the acquisition by any person of additional securities of ours or the disposition of our securities; or



•

any changes in our charter, bylaws or other governing instruments or other matters that could impede acquisition or control of us.

        Due to the low trading volume of our common stock on the Toronto Stock Exchange, we are considering a possible delisting of our securities from the Toronto Stock Exchange so that our shares of common stock will trade exclusively on the NYSE Amex. Again, to date, no action has been taken on this matter.

        Although we do not currently have any plans, other than as described above and elsewhere in this offer to purchase, that relate to or would result in any of the events discussed above, we continue to evaluate opportunities for increasing shareholder value and we may undertake or plan actions that relate to or could result in one or more of these events.

10.   Source and Amount of Funds.

        Assuming that 2,900,000 shares are purchased in the tender offer, the aggregate purchase price would be in the range of $1.77 million to $2.03 million. We expect that our related fees and expenses for the tender offer will be approximately $50,000. We anticipate that we will fund the purchase of shares tendered in the tender offer and pay all related fees and expenses either with available cash or with a combination of available cash and borrowings under a $2,000,000 non-revolving, reducing demand loan with the Bank of Montreal (the "Bank").

        Our credit facility with the Bank (the "Credit Facility") provides for (i) a $2,000,000 non-revolving, reducing demand loan (the "Share Repurchase Loan") to finance the repurchase of shares of the Company's common stock; (ii) repayment of the $2,103,483.60 outstanding balance under our existing non-revolving, reducing demand loan with the Bank (the "Demand Loan"); (iii) a $3,500,000 Treasury Risk Management Facility (the "TR Loan") and (iv) a $1,000,000 operating demand loan (the "Operating Demand Loan") to fund operational requirements. The Share Repurchase Loan, Demand Loan and TR Loan are governed by the terms of (i) the Loan Agreement, dated as of July 25, 2007 (the "2007 Loan Agreement") by and among the Company, Tucows.com Co., a wholly owned subsidiary of Tucows Inc. ("Borrower"), and certain subsidiaries of the Company named therein (the "Guarantors"), as amended by the Offer Letter, dated as of August 30, 2010 (the "Offer Letter"), by and between the Company and the Bank, and (ii) the Financing Commitment, dated as of July 19, 2007, by and between Borrower and Bank (the "Term Sheet" and together with the 2007 Loan Agreement and the Offer Letter, the "2007 Loan Documents"). The Operating Demand Loan is governed by the terms of the Operating Loan Agreement with the Bank, which such terms are described in the Offer Letter (the Offer Letter and the Operating Loan Agreement are collectively referred to herein as the "2010 Loan Documents").

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        Under the Credit Facility, any advances under the Share Repurchase Loan are to be paid in equal monthly installment over 60 months. We can elect to pay interest on the Share Repurchase Loan at either the Bank of Montreal ("BMO") U.S. Base Rate plus 1.30% (amended from plus 1.50%) or at LIBOR plus 3.25%. All interest is payable monthly in arrears as incurred. The Share Repurchase Loan is subject to an undrawn aggregate standby fee of 0.20% following the first draw which is payable quarterly in arrears. In addition, annual cash sweep payments are to be paid to the Bank based on our audited financial statements. The cash sweep payments will be applied to outstanding amounts under the Demand Loan and Share Repurchase Loan. In the event that we draw down on the Share Repurchase Loan to fund the purchase of shares tendered in the tender offer, we anticipate repaying the Share Repurchase Loan in accordance with the terms of the 2007 Loan Documents.

        All obligations under the Credit Facility are guaranteed by the Company pursuant to a Guaranty, dated July 25, 2007 (the "Guaranty"), executed by the Company in favor of the Bank, and are secured by a security interest in substantially all of the Company's assets granted under the Security Agreement (the "Security Agreement"), dated July 25, 2007, executed by the Company in favor of the Bank. Each other Guarantor has similarly guaranteed and secured the Borrowers' obligations and have entered into similar Guaranty and Security Agreements in favor of the Bank.

        The terms of the 2007 Loan Documents have been described more fully in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 31, 2007, and such description is incorporated herein by reference. The terms of the 2010 Loan Documents have been described more fully in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2010, and such description is incorporated herein by reference.

11.   Certain Information About Us.

        General.     Tucows, together with our consolidated subsidiaries, provide domain names, email and other services through our extensive reseller network and directly to consumers and small businesses through our retail and content groups. We have a worldwide reseller network of more than 9,000 web-hosting companies, Internet Service Providers, and other resellers in more than 100 countries. Our primary focus is serving the needs of this network of resellers by providing superior services, easy-to-use interfaces, proactive and attentive customer service, reseller-oriented technology and agile design and development processes.

        Our executive offices are located at 96 Mowat Avenue, Toronto, Ontario, M6K 3M1, telephone (416) 535-0123. Out internet address is http://tucowsinc.com . The information contained on our website or connected to our website is not incorporated by reference into this offer to purchase and should not be considered part of this offer to purchase. The reference to our website is intended to be an inactive textual reference only.

        Information About Forward-Looking Statements.     This offer to purchase contains a number of forward-looking statements, including, among others, statements dealing with the benefits that the offer may provide to our shareholders, the date on which we will announce the final proration factor or pay for tendered shares, our possession of sufficient capital to fund our operations, the payment of cash dividends on our common stock in the future, the fees and expenses we will incur in connection with the offer, the listing and tradability of our stock after the offer is completed and the continued treatment of our shares as margin securities. We caution readers that the important factors, including without limitation the price at which we ultimately determine to purchase shares in the offer, the number of shares tendered in the offer, the number of shareholders who tender all of their shares of our common stock in the offer, general market conditions and other factors discussed in other documents filed by us with the Securities and Exchange Commission, among others, could cause our actual results to differ materially from statements contained in this offer to purchase.

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        Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "potential," "outlook" and similar terms and phrases, including references to assumptions, are intended to identify forward-looking statements.

        The forward-looking statements regarding these matters are based on various assumptions and analyses made by us in light of our management's experience and its perception of historical trends, current conditions, and expected future developments, as well as other factors it believes are appropriate under the circumstances.

        All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning our offer or other matters addressed in this offer to purchase and attributable to us or any person acting on our behalf are qualified by these cautionary statements. Except for our obligations under the Securities Exchange Act of 1934 to disclose a material change in the information in this offer to purchase, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this offer to purchase or to reflect the occurrence of unanticipated events. We advise you to consult any further disclosures we make on related subjects in the reports and other information that we file or furnish with the Securities and Exchange Commission.

        Where You Can Find More Information.     We are subject to the informational filing requirements of the Securities Exchange Act of 1934 and, in accordance with these requirements, are obligated to file reports and other information with the Securities and Exchange Commission relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their compensation, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the Securities and Exchange Commission. We have also filed an Issuer Tender Offer Statement on Schedule TO, which includes additional information with respect to our offer.

        The reports, proxy statements and other information we file can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the Securities and Exchange Commission's customary charges, from the Public Reference Section at 100 F Street, N.E., Washington D.C. 20549. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. These reports, proxy statements and other information concerning us also can be inspected at the offices of the NYSE Amex. The reference to the URL of the Securities and Exchange Commission's web site is intended to be an inactive textual reference only.

12.   Effects of Our Offer on the Market for Shares; Registration Under the Securities Exchange Act of 1934.

        Our purchase of shares in our offer will reduce the number of our shares that might otherwise trade publicly and may reduce the number of our shareholders. This may reduce the volume of trading in the shares and make it more difficult to buy or sell significant amounts of shares without affecting the market price, which could adversely affect continuing shareholders. Nonetheless, we anticipate that there will still be a sufficient number of shares outstanding and publicly traded following our offer to ensure a continued trading market in the shares. One of the conditions to our offer is that the purchase of shares will not result in our remaining shares being delisted from the NYSE Amex. Based

21

on the published guidelines of the NYSE Amex, we do not believe that our purchase of shares pursuant to our offer will cause, and we will not purchase shares pursuant to our offer if we believe such purchase will cause, our remaining shares to be delisted.

        The shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the shares. We believe that, following the purchase of shares pursuant to our offer, the shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations.

        Our shares are registered under the Securities Exchange Act of 1934, which requires, among other things, that we furnish specific information to our shareholders and to the Securities and Exchange Commission and comply with the Securities and Exchange Commission's proxy rules in connection with meetings of our shareholders. One of the conditions to our offer is that our purchase of shares does not result in the shares becoming eligible for deregistration under the Securities Exchange Act of 1934. It is our intention and it is a condition to our offer that our purchase of shares in our offer not result in the shares becoming eligible for deregistration under the Securities Exchange Act of 1934, and we will not purchase shares pursuant to our offer if we believe such purchase will result in the shares becoming eligible for deregistration.

13.   Certain Legal Matters; Regulatory Approvals.

        Except as described in this offer to purchase, we are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our acquisition of shares as contemplated by our offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of shares as contemplated by our offer.

        Our obligation to accept for payment and pay for shares under our offer is subject to various conditions. See Section 7.

14.   Material United States Federal Income Tax Consequences.

        While the following is a general discussion of the material United States federal income tax consequences of participating in our offer, it does not purport to address all aspects of federal income taxation that may be relevant to shareholders. The consequences to any particular shareholder may differ depending upon that shareholder's own circumstances and tax position. The discussion deals only with shares held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, which we refer to as the "Code," and does not address matters that may be relevant to shareholders in light of their particular circumstances or to certain shareholders subject to special treatment under the Code, such as financial institutions or broker-dealers, insurance companies, regulated investment companies, shareholders liable for the alternative minimum tax, dealers in securities or currencies, traders who elect to apply a mark-to-market method of accounting, U.S. shareholders (as defined below) whose functional currency is other than the U.S. dollar, tax-exempt organizations, persons who acquired their shares as compensation, including upon the exercise of employee stock options, persons who are holding shares as part of a straddle, conversion, constructive sale, hedging or other integrated transaction, and other persons who may be subject to special rules. The discussion does not consider the effect of any applicable state, local or foreign tax laws. The discussion is based upon the Code, the treasury regulations promulgated under the Code, Internal Revenue Service rulings, and judicial and administrative rulings in effect on the date of this document, which may be subject to change (possibly with retroactive effect) and to differing interpretations. We will not seek an opinion of counsel or a ruling from the Internal Revenue Service with respect to the federal income tax consequences discussed herein and accordingly there can be no assurance that the Internal Revenue Service will agree with the positions described in this Offer to Purchase.

22

        If a partnership (including any entity treated as a partnership for United States federal income tax purposes) is a shareholder, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A shareholder that is a partnership, and partners in such partnership, are urged to consult a tax advisor regarding the tax consequences of participating in the offer.

         U.S. Shareholders .     The following discussion does not address the tax consequences of the offer to non-U.S. shareholders. A U.S. shareholder is any beneficial owner of shares that is:

•

a citizen or resident of the United States;



•

a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States, any State or any political subdivision thereof;



•

an estate, the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust if it (x) is subject to the primary supervision of a United States court and one or more United States persons have the authority to control all of the trust's substantial decisions, or (y) has a valid election in effect under applicable regulations to be treated as a United States person for tax purposes.

         Each shareholder is urged to consult his or her tax advisor as to the particular tax consequences to such shareholder of participating or not participating in our offer, including the applications of United States federal, state, local and foreign tax laws and possible tax law changes.

        Characterization of the Sale.     Your tender of shares pursuant to our offer will be a taxable transaction for United States federal income tax purposes. In general, for federal income tax purposes, a U.S. shareholder will treat such cash received pursuant to the repurchase offer as either a "sale or exchange" or a distribution with respect to his shares, depending upon whether and to what extent the sale of shares reduces the U.S. shareholder's deemed percentage stock ownership in us. Under the stock redemption rules of Section 302 of the Code, a sale of shares will be treated as a sale or exchange of the shares if the tender: (a) results in a "complete redemption" of the U.S. shareholder's shares in us, (b) is "substantially disproportionate" with respect to the U.S. shareholder or (c) is "not essentially equivalent to a dividend" with respect to the U.S. shareholder (each as described in "Application of Section 302 Tests," below). If the sale does not qualify under any of these tests, the sale will be treated as a distribution by us with respect to the shares held by the tendering U.S. shareholder, possibly taxable as a dividend.

        Treatment as a Sale or Exchange.     If any of the three tests under the stock redemption rules of Section 302 of the Code referenced above is satisfied with respect to a U.S. shareholder and the sale is therefore treated as a sale or exchange of the shares for United States federal income tax purposes, the U.S. shareholder will recognize gain or loss equal to the difference, if any, between the amount of cash received with respect to the shares and the U.S. shareholder's adjusted tax basis in the shares surrendered. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the shares have been held for more than one year. Individuals generally are subject to taxation at a reduced rate on their net capital gains. Capital gains recognized by non-corporate taxpayers from the sale of common stock held for one year or less, or a short-term holding period, will be subject to tax at ordinary income tax rates. If such a U.S. shareholder has both a long-term and short-term holding period with respect to his stock and desires to only exchange a portion of his shares pursuant to the offer, the U.S. shareholder should consider exchanging the long term common stock to maximize the portion of any resulting gain treated as long-term.

23

        Certain limitations may apply to the deductibility of capital losses. A U.S. shareholder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same time in a single transaction) that we purchase pursuant to the offer.

        Application of Section 302 Tests.     In determining whether any of the tests under Section 302 of the Code is satisfied, a U.S. shareholder must take into account (i) actual ownership of stock; (ii) stock that such U.S. shareholder constructively owns under the attribution rules of Section 318 of the Code, pursuant to which the U.S. shareholder will be treated as owning shares owned by certain family members (except in the case of a "complete termination" a U.S. shareholder may waive, under certain circumstances attribution from family members) and related entities and our stock that the U.S. shareholder has the right to acquire by exercise of an option; and (iii) the possibility that contemporaneous dispositions or acquisitions of shares by a U.S. shareholder or related individuals or entities may be deemed to be part of a single integrated transaction. Under these rules, a U.S. shareholder generally will be considered to own shares which the U.S. shareholder has the right to acquire through exercise of an option or warrant, as well as shares owned (and, in some cases, constructively owned) by certain members of the U.S. shareholder's family and by certain entities (such as corporations, partnerships, trusts and estates) in which the U.S. shareholder, certain members of the U.S. shareholder's family or a related entity has an interest. Each U.S. shareholder should also be aware that, in the event our offer is over-subscribed (resulting in a proration), not all the shares tendered by a U.S. shareholder will be purchased by us in our offer. Therefore, proration may affect whether a sale by a U.S. shareholder pursuant to our offer will satisfy any of the Section 302 tests.

        Complete Redemption.     A sale of shares pursuant to our offer will result in a "complete redemption" of a U.S. shareholder's interest in us if, pursuant to our offer, either (a) we purchase all of the shares actually and constructively owned by the U.S. shareholder pursuant to our offer or (b) all shares actually owned by the U.S. shareholder are sold pursuant to our offer and, with respect to constructively owned shares, the U.S. shareholder is eligible to waive (and effectively waives) constructive ownership of all such shares under procedures described in Section 302(c) of the Code. U.S. shareholders in this position should consult their tax advisors as to the availability of this waiver procedure.

        Substantially Disproportionate.     The sale of shares pursuant to our offer will be "substantially disproportionate" with respect to a U.S. shareholder if, immediately after the sale pursuant to our offer (treating as not outstanding all shares purchased pursuant to our offer), (a) the U.S. shareholder's actual and constructive percentage ownership of voting shares is less than 80% of the U.S. shareholder's actual and constructive percentage ownership of voting shares immediately before the purchase of shares pursuant to our offer (treating as outstanding all shares purchased pursuant to our offer) and (b) the U.S. shareholder owns, actually and constructively, less than 50% of the total combined voting power of all classes of stock immediately after the sale.

        Not Essentially Equivalent to a Dividend.     In order for the sale of shares by a U.S. shareholder pursuant to our offer to qualify as "not essentially equivalent to a dividend," the U.S. shareholder must experience a "meaningful reduction" in his percentage stock ownership interest in us as a result of the sale, taking into account the constructive ownership rules. Whether the sale by a U.S. shareholder pursuant to our offer will result in a meaningful reduction of the U.S. shareholder's proportionate interest will depend on the U.S. shareholder's particular facts and circumstances. An exchange of shares for cash that results in a reduction of the proportionate equity interest in us of a U.S. shareholder whose relative equity interest in us is minimal (an interest of less than one percent should satisfy this requirement) and that does not exercise any control over or participate in the management of our corporate affairs should be treated as "not essentially equivalent to a dividend." U.S. shareholders who intend to qualify for sale treatment by demonstrating that the proceeds received in the offer are "not essentially equivalent to a dividend" are strongly encouraged to consult their tax advisor because this

24

test will be met only if the reduction in such U.S. shareholder's proportionate interest in us is "meaningful" given the particular facts and circumstances in the context of the offer. In addition, a U.S. shareholder owning at least 5% of our oustanding shares must comply with the reporting requirements of Treasury Regulation Section 1.302-2(b)(2).

        We cannot predict whether or to what extent our offer will be oversubscribed. As discussed above, if our offer is oversubscribed, then proration of the tenders pursuant to our offer will cause us to purchase fewer shares than are tendered. Accordingly, there can be no assurance that a sufficient number of any particular U.S. shareholder's shares will be exchanged pursuant to our offer such that the U.S. shareholder will meet the "substantially disproportionate" test or the "not essentially equivalent to a dividend" test, nor can there be any assurance that a particular U.S. shareholder's shares will be exchanged pursuant to our offer such that the U.S. shareholder may meet the "complete redemption" test. Additionally, U.S. shareholders who tender all of the shares actually owned by them in our offer, but who are subject to the constructive ownership rules, or who acquire additional shares contemporaneously with our offer, should consider the effect of these rules or these acquisitions in determining whether they will meet the Section 302 tests. Each U.S. shareholder is urged to consult his tax advisor as to the application of the Section 302 tests to his particular circumstances.

        Treatment as a Dividend.     If none of the three tests under the stock redemption rules of Section 302 of the Code is satisfied with respect to a U.S. shareholder, the U.S. shareholder will be treated as having received a distribution with respect to his shares in an amount equal to the cash received by the U.S. shareholder with respect to the tendered shares. The distribution will be taxable as a dividend to the extent of the U.S. shareholder's proportionate share of our current and accumulated "earnings and profits." The amount, if any, of the cash received which exceeds such earnings and profits will be treated, first, as a non-taxable return of capital to the extent of the U.S. shareholder's basis in all of his shares (but not below zero) and, thereafter, as capital gain to the extent it exceeds the U.S. shareholder's basis. Any remaining adjusted basis in the tendered shares will be transferred to any remaining shares held by the shareholder. Individual U.S. shareholders may be eligible to pay tax on certain qualified dividend income at reduced rates applicable to capital gains. Corporate shareholders receiving a distribution taxable as a dividend may be eligible for a dividends received deduction (subject to applicable limitations) and subject to the "extraordinary dividend" rules of the Code.

         Non-U.S. Shareholders .     The following general discussion applies to shareholders that are "non-U.S. stcokholders." A "non-U.S. shareholder" is a person or entity that, for U.S. federal income tax purposes, is a:

•

non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;



•

foreign corporations; or



•

foreign estate or trust.

        The U.S. federal income tax treatment of our purchase of shares from a non-U.S. shareholder pursuant to the offer will depend on whether such holder is treated, based on the non-U.S. shareholder's particular circumstances, as having sold the tendered shares or as having received a distribution in respect of such non-U.S. shareholder's shares. The appropriate treatment of our purchase of shares from a non-U.S. shareholder will be determined in the manner described above. See "Application of Section 302 Tests."

        If the purchase of shares by us in the offer is characterized by a sale or exchange (as opposed to a dividend) with respect to a non-U.S. shareholder, the shareholder generally will not be subject to U.S.

25

federal income tax, including by way of withholding, on gain realized on the disposition of shares in the offer unless:

•

the gain is effectively connected with a trade or business of the non-U.S. shareholder in the United States, subject to an applicable treaty providing otherwise; or



•

the non-U.S. shareholder is an individual that was present in the U.S. for 183 days or more during the taxable year of the disposition and certain other conditions exist.

        An individual who is present in the United States for 183 days or more in the taxable year of disposition, and is not otherwise a resident of the United States for U.S. federal income tax purposes, should consult his or her own tax advisor regarding the U.S. federal income tax consequences of participating in the offer.

        If a non-U.S. shareholder does not satisfy any of the Section 302 tests explained above, the full amount received by the non-U.S. shareholder with respect to our purchase of shares in the offer will be treated as a distribution to the non-U.S. shareholder with respect to the non-U.S. shareholder's shares. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, a tax-free return of capital, or as capital gain from the sale of shares will be determined in the manner described above. See "Treatment as a Dividend." To the extent that amounts received by a non-U.S. shareholder with respect to our purchase of shares in the offer are treated as a dividend, we will be required to withhold U.S. federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty, provided we have received proper certification of the application of such income tax treaty.

        For a discussion of certain United States federal withholding tax consequences to tendering shareholders, please see Section 3.

         Each shareholder is urged to consult his own tax advisor to determine the particular tax consequences to him of the tender of shares pursuant to our offer.

15.   Extension of Our Offer; Termination; Amendment.

        We reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 occur or are deemed by us to have occurred, to extend the period of time during which our offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the depositary and making a public announcement of the extension. We also reserve the right, in our sole discretion, to terminate our offer and not accept for payment or pay for any shares not already accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of such termination or postponement to the depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay acceptance for payment and to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) under the Securities Exchange Act of 1934, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of our offer.

        Subject to compliance with applicable law, we also reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 occur or are deemed by us to have occurred, to amend our offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in our offer to holders of shares or by decreasing or increasing the number of shares being sought in our offer. Amendments to our offer may be made at any time and from time to time by public announcement. The announcement, in the case of an extension, shall be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date.

26

        Any public announcement made under our offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of that change. Without limiting the manner in which we may choose to make any public announcement, except as provided by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to Businesswire or another comparable news service.

        If we materially change the terms of our offer or the information concerning our offer, we will extend our offer to the extent required by Rule 13e-4 promulgated under the Securities Exchange Act of 1934. This rule and certain related releases and interpretations of the Securities and Exchange Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If we undertake any of the following actions:

•

increase or decrease the range of prices to be paid for the shares,



•

increase the number of shares being sought in our offer, and such increase in the number of shares being sought exceeds 2% of our outstanding shares, or



•

decrease the number of shares being sought in our offer,

and our offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15, then our offer will be extended until the expiration of a period of ten business days.

16.   Fees and Expenses.

        We have retained StockTrans, Inc. to act as information agent and depositary in connection with our offer. The information agent may contact holders of shares by mail, telephone, telegraph and in person and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to our offer to beneficial owners. StockTrans, Inc. will receive reasonable and customary compensation for its services as information agent and depositary, will be reimbursed by us for specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with our offer, including liabilities under the Federal securities laws.

        We will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person for soliciting any shares under our offer, other than as described above. We will, however, on request, reimburse brokers, dealers, commercial banks, trust companies and other persons for customary handling and mailing expenses incurred in forwarding our offer and related materials to the beneficial owners for which they act as nominees. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or as an agent of our information agent or depositary for purposes of our offer. We will pay, or cause to be paid, any stock transfer taxes on our purchase of shares, except as otherwise provided in Section 5 hereof and in Instruction 7 of the letter of transmittal.

17.   Miscellaneous.

        We are not aware of any jurisdiction where the making of our offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of our offer is not in compliance with any applicable law, we will make a good faith effort to comply with the applicable law. If, after good faith effort, we cannot comply with the applicable law, we will not make our offer to, nor will we accept tenders from or on behalf of, the holders of shares residing in that jurisdiction.

27

        In accordance with Rule 13e-4 under the Securities Exchange Act of 1934, we have filed with the Securities and Exchange Commission an Issuer Tender Offer Statement on Schedule TO that contains additional information with respect to our offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 11 with respect to information concerning us.

         We have not authorized any person to make any recommendation on our behalf regarding whether you should tender or refrain from tendering your shares in our offer or as to the purchase price of any tender. We have not authorized any person to provide any information or make any representation in connection with our offer, other than those contained in this offer to purchase or in the letter of transmittal. You must not rely upon any recommendation, information or representation that is given or made to you as having been authorized by us.

        Manually signed facsimile copies of the letter of transmittal will be accepted. The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each shareholder or the shareholder's broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth above.

        Any questions or requests for assistance may be directed to the information agent at its telephone numbers or address set forth below. Requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer. To confirm delivery of shares, shareholders are directed to contact the depositary.

The Information Agent for Our Offer is:

StockTrans, Inc.
44 West Lancaster Avenue
Ardmore, Pennsylvania 19003

Banks and Brokerage Firms Call Collect:
(610) 649-7300

All Others Call Toll Free:
(800) 733-1121

QuickLinks

Exhibit (a)(1)(A)

DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)

Please complete the section "Designation" if you wish to designate the order (by certificate number) in which you wish to tender your shares in the event of proration. In the event you do not designate the order and less than all shares are purchased due to proration, the order of shares purchased will be selected by the depositary.(1)(3)

(1)

Need not be completed if tender is made by book-entry transfer.

(2)

If you desire to tender fewer than all shares represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares represented by such certificate will be deemed to have been tendered. See Instruction 4.

(3)

Completion of the "Designation" section is optional. See Instruction 8.

Designation

        If you wish to designate the order (by certificate number) in which you wish to tender your shares in the event of proration, fill out the following box and keep a copy for your records (attach an additional signed list if necessary). You are not required to complete this box .

When this letter of transmittal should be used:

        You should complete this letter of transmittal only if:

•

You are including with this letter of transmittal certificates representing shares that you are tendering (or the certificates will be delivered pursuant to a notice of guaranteed delivery you have previously sent to the depositary); or



•

You are concurrently tendering shares by book-entry transfer to the account maintained by the depositary at The Depository Trust Company (the "book-entry transfer facility") pursuant to Section 3 of the offer to purchase and you are not using an agent's message (as defined in Instruction 2).

        If you want to tender your shares into our offer but (1) your certificates are not immediately available, (2) you cannot deliver all documents required by this letter of transmittal to the depositary before our offer expires, or (3) you cannot comply with the procedure for book-entry transfer on a timely basis, you can still tender your shares if you comply with the guaranteed delivery procedure set forth in Section 3 of the offer to purchase. See Instruction 2.

Additional Information Regarding Tendered Shares

         Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility's procedures does not constitute delivery to the Depositary.

        Shareholders whose share certificates are not immediately available or who cannot deliver their share certificates and all other required documents to the depositary on or prior to the expiration date of the offer or who are unable to complete the procedure for book-entry transfer prior to the expiration date of the offer may nevertheless tender their shares pursuant to the guaranteed delivery procedures set forth under Section 3—"Procedure for Tendering Shares" of the offer to purchase. See Instruction 2 below.

NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

PRICE AT WHICH YOU ARE TENDERING
(See Instruction 5)

You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered.

Shares Tendered at a Price Determined By You :

o

By checking this box and specifying a price per share below instead of the box under "Shares Tendered at a Price Determined Pursuant to Our Offer, " you are tendering shares at the price you specify. This action would result in none of your shares being purchased if the purchase price selected by Tucows for the shares is less than the price you specify below. If you want to tender portions of your shares at more than one price, you must complete a separate letter of transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price.

Price at which you are tendering your shares: $                     

OR

Shares Tendered at a Price Determined Pursuant to Our offer :

o

By checking this one box instead of checking the box and specifying a price per share above , you are tendering shares and are willing to accept the purchase price selected by Tucows in accordance with the terms of its offer. This action will maximize the chance of having Tucows purchase your shares (subject to the possibility of proration). Note that this could result in your receiving a price per share as low as $0.61.

CONDITIONAL TENDER
(See Instruction 14)

You may condition your tender of shares on our purchasing a specified minimum number of your tendered shares, all as described in Section 6 of the offer to purchase. Unless the minimum number of shares you indicate below is purchased by Tucows in the offer, none of the shares you tender will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional.

o

The minimum number of shares that must be purchased, if any are purchased, is:                  shares.

        If, because of proration, the minimum number of shares that you designated above will not be purchased, we may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box:

o

The tendered shares represent all shares held by me.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 9)

To be completed ONLY if you want certificate(s) for shares not tendered not purchased and/or the check for the purchase price of the shares purchased to be issued in the name of and sent to someone other than you or if you want shares that you delivered by book-entry transfer to be credited to an account other than the one designated earlier.

Mail     o check and/or o certificates to:

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 9)

To be completed ONLY if you want certificate(s) for shares not tendered or not purchased and/or the check for the purchase price of the shares purchased, where such shares and check are to be issued in your name, to be sent to someone other than you, or to you at an address other than the one shown above.

Mail     o check and/or o certificates to:

Note: Signatures Must be Provided in the Box Below Labeled
"Important—Shareholders Sign Here"

If You Want to Tender Your Shares,
Please Read the Accompanying Instructions Carefully.

Ladies and Gentlemen:

        The undersigned hereby tenders to Tucows Inc. a Pennsylvania corporation, the above-described shares of Tucows common stock, no par value per share, at a price per share indicated in this letter of transmittal, net to the seller in cash, without interest, and less any required withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated September 17, 2010, receipt of which is hereby acknowledged, and in this letter of transmittal (which, together with the offer to purchase and any amendments or supplements to the offer to purchase or to this letter of transmittal, collectively constitute the offer).

        Subject to, and effective upon, acceptance for payment of the shares tendered with this letter of transmittal, in accordance with the terms of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned hereby sells, assigns and transfers to, or upon the order of, Tucows, all right, title and interest in and to all the shares that are being tendered by this letter of transmittal and orders the registration of all shares if tendered by book-entry transfer that are purchased under the offer to or upon the order of Tucows and irrevocably appoints StockTrans, Inc., as depositary, the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to such shares and all distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

        (1)   deliver certificate(s) representing shares and all distributions, or transfer ownership of such shares and all distributions on the account books maintained by the book-entry transfer facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Tucows, upon receipt by the depositary, as the undersigned's agent, of the purchase price with respect to the shares;

        (2)   present such shares and all distributions for cancellation and transfer on the books of Tucows; and

        (3)   receive all benefits and otherwise exercise all rights of beneficial ownership of such shares and all distributions, all in accordance with the terms and subject to the conditions of the offer.

        The undersigned hereby irrevocably appoints the designees of Tucows, and each of them, as agents, attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote in such manner as such attorney and proxy or his substitute shall, in his sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all the shares tendered by this letter of transmittal which have been accepted for payment by Tucows prior to the time of such vote or other action and all shares and other securities issued in distributions in respect of such shares, which the undersigned is entitled to vote at any meeting of shareholders of Tucows (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney are coupled with an interest in the shares tendered by this letter of transmittal, are irrevocable and are granted in consideration of, and are effective upon, the acceptance for payment of such shares by Tucows in accordance with the terms of the offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such shares (and all shares and other securities issued in distributions in respect of such shares), and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the undersigned with respect to such shares (and all shares and other securities issued in distributions in respect of such shares). The undersigned understands that, in order for shares to be deemed validly tendered, immediately upon Tucows's acceptance of such shares for payment, Tucows must be able to exercise full voting and other rights with respect to such shares, including, without limitation, voting at any meeting of Tucows's shareholders then scheduled.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered by this letter of transmittal and all distributions, and that when such shares are accepted for payment by Tucows, Tucows will acquire good, marketable and unencumbered title to such shares and to all distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such shares and distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the depositary or Tucows to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered by this letter of transmittal and all distributions. In addition, the undersigned shall remit and transfer promptly to the depositary for the account of Tucows all distributions in respect of the shares tendered by this letter of transmittal, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, Tucows shall be entitled to all rights and privileges as owner of each such distribution and Tucows may withhold the entire purchase price of the shares tendered by this letter of transmittal, or deduct from such purchase price, the amount or value of such distribution as determined by Tucows in its sole discretion.

        The undersigned understands that tenders of shares pursuant to any one of the procedures described in the offer to purchase under Section 3—"Procedures for Tendering Shares" and in the instructions to this letter of transmittal will constitute the undersigned's acceptance of the terms and conditions of the offer. Tucows' acceptance of such shares for payment will constitute a binding agreement between the undersigned and Tucows upon the terms and subject to the conditions of the offer. Without limiting the foregoing, if the price to be paid in the offer is amended in accordance with the offer, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this letter of transmittal. The undersigned acknowledges that under no circumstances will Tucows pay interest on the purchase price, including, without limitation, by reason of any delay in making payment. The undersigned recognizes that under certain circumstances set forth in the offer to purchase, Tucows may not be required to accept for payment any of the shares tendered by this letter of transmittal.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or Tucows to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered and the undersigned has read, understands and agrees to all of the terms of the offer.

        Unless otherwise indicated in this letter of transmittal in the box entitled "Special Payment Instructions," please issue the check for the purchase price of all shares purchased, and return all share certificates not purchased or not tendered in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail the check for the purchase price of all shares purchased and all share certificates not tendered or not purchased (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all shares purchased and return all share certificates not purchased or not tendered in the name(s) of, and mail such check and share certificates to, the person(s) so indicated at the address(es) so indicated. Unless otherwise noted above, please credit any shares tendered by this letter of transmittal and delivered by book-entry transfer, but which are not purchased, by crediting the account at the book-entry transfer facility. The undersigned recognizes that Tucows has no obligation, pursuant to the Special Payment Instructions, to transfer any shares from the name of the registered holder(s) of such shares if Tucows does not purchase any of the shares tendered by this letter of transmittal, or to order the registration or transfer of any shares tendered by book-entry transfer, if Tucows does not purchase any of the shares tendered by such book-entry transfer.

        The undersigned understands that Tucows will determine a single per share price, not in excess of $0.70 nor less than $0.61, that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. Tucows will select the lowest purchase price that will enable it to buy 2,900,000 shares or, if a lesser number of shares are properly

tendered and not properly withdrawn, all shares that are properly tendered. All shares acquired in the offer will be acquired at the same purchase price. All shares properly tendered at prices equal to or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer, proration and conditional tender provisions described in the offer to purchase. shares tendered at prices in excess of the purchase price that is selected by Tucows and shares not purchased because of proration or conditional tenders will be returned without expense to the shareholder.

        No authority conferred or agreed to be conferred in this letter of transmittal shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the offer to purchase, this tender is irrevocable. See Section 4—"Withdrawal Rights" of the offer to purchase.

IMPORTANT
SHAREHOLDERS SIGN HERE
(And Please Complete Substitute Form W-9 Included Herein)

Dated:                                    , 20     

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted with this letter of transmittal. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions 1 and 6.

(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)

Dated:                                    , 20     

INSTRUCTIONS
Forming Part of the Terms and Conditions of the offer

        To complete the letter of transmittal, you must do the following:

•

Fill in the box entitled "Description of Shares Being Tendered."



•

Sign and date the letter of transmittal in the box entitled "Sign Here."



•

Fill in and sign in the box entitled "Substitute Form W-9."

In completing the letter of transmittal, you may (but are not required to) also do the following:

•

If you want the payment for any shares purchased issued in the name of another person, complete the box entitled "Special Payment Instructions."



•

If you want any certificate for shares not tendered or shares not purchased issued in the name of another person, complete the box entitled "Special Payment Instructions."



•

If you want any payment for shares or certificate for shares not tendered or purchased delivered to an address other than that appearing under your signature, complete the box entitled "Special Delivery Instructions."

        If you complete the box entitled "Special Payment Instructions" or "Special Delivery Instructions," you must have your signature guaranteed by an eligible guarantor institution (as defined in Instruction 1 below) unless the letter of transmittal is signed by an eligible guarantor institution.

        1.    Guarantee of Signatures.     Depending on how the certificates for your shares are registered and to whom you want payments or deliveries made, you may need to have the signatures on this letter of transmittal guaranteed by an eligible guarantor institution. No signature guarantee is required if:

        (1)   this letter of transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in a book-entry transfer facility whose name appears on a security position listing as the owner of shares) of the shares tendered by this letter of transmittal and such holder(s) has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in this letter of transmittal; or

        (2)   such shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other "eligible guarantor institution," as defined in Rule 17Ad-15 of the U.S. Securities Exchange Act of 1934, as amended.

        If a share certificate is registered in the name of a person other than the person signing this letter of transmittal, or if payment is to be made, or a share certificate not accepted for payment and not tendered is to be returned to a person other than the registered holder(s), then such share certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on such share certificate, with the signatures on such share certificate or stock powers guaranteed as described above. See Instruction 6.

        2.    Delivery of Letter of Transmittal and Share Certificates.     For your shares to be properly tendered, either (1)  or (2) below must happen:

        (1)   The depositary must receive all of the following at its address above in this letter of transmittal before or on the date our offer expires:

•

one of (a) the certificates for the shares or (b) a confirmation of receipt of the shares into the depositary's account at the book-entry transfer described in this Instruction 2, and



•

one of (a) properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, or (b) an "agent's message" of the type described in this Instruction 2 in the case of a book-entry transfer, and



•

any other documents required by this letter of transmittal.

        (2)   You must comply with the guaranteed delivery procedure set forth below.

        Book-Entry Delivery.     Any institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary's account in accordance with the book-entry transfer facility's procedures for transfer. Delivery of this letter of transmittal or any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

        Agent's Message.     The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of this letter of transmittal and that we may enforce the agreement against them.

        Guaranteed Delivery.     If you wish to tender your shares but your share certificate(s) are not immediately available or cannot be delivered to the depositary before the offer expires, the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the depositary before the offer expires, your shares may still be tendered, if all of the following conditions are satisfied:

•

the tender is made by or through an eligible guarantor institution;



•

the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form provided with this letter of transmittal, specifying the price at which shares are being tendered, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery; and



•

all of the following are received by the depositary within three New York Stock Exchange trading days after the date of receipt by the depositary of the notice of guaranteed delivery:



•

one of (a) the certificates for the shares or (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in this Instruction 2;



•

one of (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, or (b) an "agent's message" of the type described in this Instruction 2 in the case of a book-entry transfer; and



•

any other documents required by this letter of transmittal.

        The method of delivering all documents, including share certificates, this letter of transmittal and any other required documents, is at your election and risk. If delivery is by mail, we recommend you use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

        Except as expressly provided in the offer to purchase, we will not accept any alternative, conditional or contingent tenders, nor will we purchase any fractional shares. All tendering shareholders, by execution of this letter of transmittal or a manually signed facsimile of this letter of transmittal, waive any right to receive any notice of the acceptance of their tender.

        3.    Inadequate Space.     If the space provided in this letter of transmittal under "Description of Shares Tendered" is inadequate, the certificate numbers, the number of shares represented by such share certificates and the number of shares tendered should be listed on a separate schedule and attached to this letter of transmittal.

        4.    Partial Tenders (Not Applicable to Shareholders who Tender by Book-Entry Transfer).     If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled "Number of Shares Tendered" in the box entitled "Description of Shares Tendered" above. In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old

certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" in this letter of transmittal, promptly after the expiration date. Unless otherwise indicated, all shares represented by the certificate(s) set forth above and delivered to the depositary will be deemed to have been tendered.

        If any tendered shares are not purchased or are properly withdrawn, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the offer or the proper withdrawal of the shares, as applicable. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the shareholder.

        5.    Indication of Price at Which Shares are Being Tendered.     If you want to tender your shares, you must properly complete the pricing section of this letter of transmittal, which is called "Price at Which You Are Tendering." You must check one box in the pricing section. If more than one box is checked or no box is checked, your shares will not be properly tendered. If you want to tender portions of your shares at more than one price, you must complete a separate letter of transmittal for each price at which you tender shares. However, the same shares cannot be tendered at more than one price, unless previously and properly withdrawn as provided in Section 4 of the offer to purchase.

        6.    Signatures on Letter of Transmittal, Stock Powers and Endorsements; Exact Signature.     If this letter of transmittal is signed by the registered holder(s) of the shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

        Joint Holders.     If the shares tendered are registered in the names of two or more joint holders, each holder must sign this letter of transmittal.

        Different Names on Certificates.     If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal (or manually signed facsimiles) as there are different registrations of certificates.

        Endorsements.     When this letter of transmittal is signed by the registered holder(s) of the shares tendered, no endorsements of certificates representing the shares or separate stock powers are required unless payment is to be made or the certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on the certificate(s) must be guaranteed by an eligible guarantor institution.

        If this letter of transmittal is signed by a person other than the registered holder(s) of the certificates listed, or if payment is to be made or certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificates, and the signatures on the certificates or stock powers must be guaranteed by an eligible guarantor institution. See Instruction 1.

        Signatures of Fiduciaries.     If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to us of his or her authority to so act.

        7.    Stock Transfer Taxes.     Except as otherwise provided in this Instruction 7, Tucows will pay all stock transfer taxes with respect to the sale and transfer of any shares to it or its order pursuant to the offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price of any shares purchased is to be made to, or share certificate(s) representing shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), the amount of any stock transfer taxes (whether

imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the purchase price of such shares purchased, unless evidence satisfactory to Tucows of the payment of such taxes, or exemption therefrom, is submitted.

         Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the share certificates representing the shares tendered by this letter of transmittal.

        8.    Order of Purchase in Event of Proration.     As described in Section 1 of the offer to purchase, shareholders can designate in the "Designation" box of this letter of transmittal the order in which they wish to have their shares purchased if, as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased in the offer. The order of purchase may have an effect on the Federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 14 of the offer to purchase. In the event you do not designate the order and less than all shares are purchased due to proration, the order of shares purchased will be selected by the depositary.

        9.    Special Payment and Delivery Instructions.     If a check for the purchase price of any shares tendered by this letter of transmittal is to be issued, or share certificate(s) representing shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this letter of transmittal or if such check or any such share certificate is to be sent to someone other than the person(s) signing this letter of transmittal or to the person(s) signing this letter of transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered" in this letter of transmittal, the appropriate boxes in this letter of transmittal must be completed.

        10.    Irregularities.     All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of shares will be determined by us in our sole discretion. Our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance of or payment for which we determine may be unlawful. We also reserve the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder. Our interpretation of the terms of the offer (including these instructions) will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. Unless waived, any defects and irregularities in connection with tenders must be cured within the time period, if any, we determine. None of we, the depositary, the information agent or any other person will be under any duty to give notice of any defects or irregularities in any tender, or incur any liability for failure to give any notice.

        11.    Waiver of Conditions.     The conditions of the offer (except for the Minimum Condition as defined in Section 7—"Conditions of Our Offer" of the offer to purchase) may be waived, in whole or in part, by Tucows, in its sole discretion, at any time and from time to time, in the case of any shares tendered. See Section 7—"Conditions of Our Offer" of the offer to purchase.

        12.    Substitute Form W-9.     Each tendering shareholder that is a U.S. person is required to provide the depositary with the shareholder's correct taxpayer identification number, generally the shareholder's social security or federal employer identification number, on the Substitute Form W-9, which is provided under "Important Tax Information" below, or, alternatively, to establish another basis for exemption from backup withholding. A tendering shareholder that is a U.S. person must cross out item (2) in the Certification box of the Substitute Form W-9 if such shareholder is subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the Substitute Form W-9 may subject the tendering shareholder to 28% federal income tax backup withholding on any reportable payments made to such shareholder. If the tendering shareholder has not been issued a taxpayer identification number and has applied for one or intends to apply for one in the near future, such shareholder should write "Applied For" in the space provided for the taxpayer identification number in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the certificate of Awaiting taxpayer identification number. If "Applied For" is written in Part I and

the depositary is not provided with a taxpayer identification number by the time of payment, the depositary will withhold 28% from any payments of the purchase price to such shareholder. A tendering shareholder that is not a U.S. person may qualify as an exempt recipient by submitting to the depositary a properly completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the depositary will provide upon request), signed under penalty of perjury, attesting to that shareholder's exempt status.

        13.    Lost, Destroyed or Stolen Certificates.     If any share certificate(s) have been lost, destroyed or stolen, the shareholder should promptly notify StockTrans, Inc. at (800) 733-1121 or (610) 649-7300. The shareholder will then be provided with instructions as to the procedures for replacing the share certificate(s). This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed and completed.

        14.    Conditional Tenders.     As described in Section 6 of the offer to purchase, you may tender shares subject to the condition that all or a specified minimum number of your shares tendered pursuant to this letter of transmittal or a notice of guaranteed delivery must be purchased if any shares tendered are purchased.

        If you wish to make a conditional tender, you must indicate this in the box captioned "Conditional Tender" in this letter of transmittal or, if applicable, the notice of guaranteed delivery. In the box captioned "Conditional Tender" in this letter of transmittal or the notice of guaranteed delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased.

        As discussed in Section 6 of the offer to purchase, proration may affect whether we accept conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, we may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and check the box so indicating. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of shares.

        All tendered shares will be deemed unconditionally tendered unless the "Conditional Tender" box is completed.

        15.    Questions and Requests for Assistance or Additional Copies.     Questions and requests for assistance may be directed to StockTrans, Inc. at its address or telephone numbers set forth on the front page of this Letter of Transmittal. Additional copies of the offer to purchase, this letter of transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from StockTrans, Inc. or from brokers, dealers, commercial banks or trust companies.

         IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER, AND EITHER SHARE CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION OF THE OFFER, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

IMPORTANT TAX INFORMATION

        A shareholder that is a U.S. person whose tendered shares are accepted for payment is required to provide the depositary with such shareholder's correct taxpayer identification number on the Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such shareholder is an individual, the taxpayer identification number is such shareholder's social security number. If the depositary is not provided with the correct taxpayer identification number or an adequate basis for exemption, payments made to such shareholder with respect to shares purchased pursuant to the offer may be subject to backup withholding and the shareholder may be subject to a penalty imposed by the Internal Revenue Service.

        A non-U.S. person may qualify as an exempt recipient by submitting to the depositary a properly completed Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), signed under penalties of perjury, attesting to such shareholder's exempt status. shareholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

        If backup withholding applies, the depositary is required to withhold 28% of any payments made to the shareholder or other payee. Backup withholding is not an additional federal income tax. If the required information is furnished to the Internal Revenue Service in a timely manner, the federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

        To prevent backup withholding on any payments that are made to a shareholder that is a U.S. person with respect to shares purchased pursuant to the offer, the shareholder is required to provide the depositary with (i) the shareholder's correct taxpayer identification number by completing the form below, certifying (x) that the taxpayer identification number provided on the Substitute Form W-9 is correct, (y) that (A) the shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the Internal Revenue Service that the shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified the shareholder that the shareholder is no longer subject to backup withholding, and (z) that such shareholder is a U.S. person (including a U.S. resident alien), or (ii) if applicable, an adequate basis for exemption.

What Number to Give the Depositary

        The shareholder is required to give the depositary the taxpayer identification number ( e.g. , social security number or employer identification number) of the record holder of the shares tendered by this letter of transmittal. If the shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

The Substitute Form W-9 BELOW must be completed and signed. PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE "IMPORTANT TAX INFORMATION" IN THIS LETTER OF TRANSMITTAL.

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE
"APPLIED FOR"
INSTEAD OF A TAXPAYER IDENTIFICATION NUMBER ON THE SUBSTITUTE FORM W-9.

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Exhibit (a)(1)(B)

The Depositary for the Offer is: