Exhibit 10.1

(Execution Copy)

SECOND INTERIM AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

This agreement dated as of January 24, 2018 is made among:

TUCOWS.COM CO.

TING FIBER, INC.

TING INC.

TUCOWS (DELAWARE) INC. and

TUCOWS (EMERALD), LLC

(as Borrowers)

- and -

TUCOWS INC.

(as a Guarantor)

- and -

THE LENDERS PARTY TO THIS AGREEMENT

(as Lenders)

- and -

BANK OF MONTREAL

as Administrative Agent

WHEREAS the undersigned are parties to the first amended and restated credit agreement dated January 20, 2017, as amended prior to the date hereof (the " Credit Agreement ");

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

“Sprint Agreement” means the Master Wireless Wholesale Agreement between Tucows Inc. , Ting Inc. and Sprint Spectrum L.P. dated October 8, 2014, as amended.

“Sprint Liability” means, at any time, the cumulative amount payable by the Companies at such time to Sprint Spectrum L.P. pursuant to Section 2.21 (Required Revenue) of Schedule 1.0 (CDMA Service and LTE Service Pricing) of the Sprint Agreement (for greater certainty, after deduction of the cumulative amount spent by the Companies on network services thereunder) as determined in accordance with the Sprint Agreement.

“ Adjusted EBITDA ” means, in respect of any twelve (12) month fiscal period, EBITDA for such fiscal period plus an amount equal to the lesser of the following: (i) the portion (if any) of the T-Mobile Liability and the Sprint Liability which was deducted in the determination of EBITDA for such fiscal period; and (ii) the T-Mobile Liability and the Sprint Liability as at the end of such fiscal period.

“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 Outstanding Advances), Subordinated Debt, obligations secured by Purchase-Money Security Interests, obligations under Capital Leases, capitalized interest, and the 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); but excluding the following: accounts payable, future income taxes (both current and long-term) and obligations under Hedging Agreements which have not yet become due and payable; plus, in the case of the Companies, the T-Mobile Liability and the Sprint Liability .

“ Permitted Funded Debt ” means, without duplication: (i) the Outstanding Advances; (ii) indebtedness of a Borrower to the holders of Bankers' Acceptances (and for greater certainty, such Borrower's contingent obligation to each Lender which has accepted a Bankers' Acceptance comprises part of the Outstanding Advances); (iii) indebtedness of any Company to another Company; (iv) Subordinated Debt; (v) Funded Debt of the Companies secured by Permitted Liens; (vi) the T-Mobile Liability; (vii) the Sprint Liability; and (vi i i) obligations under any Guarantees which are considered to constitute Funded Debt, but only to the extent such Guarantees are permitted pursuant to this Agreement.

“Total Funded Debt” means a t any time, the Funded Debt of Tucows Inc. on a consolidated basis at such time, specifically including for greater certainty the Outstanding Advances, Subordinated Debt , the T-Mobile Liability and the Sprint Liability .

(v)       the eNom Companies may continue to maintain their bank accounts with Silicon Valley Bank existing as at the Amendment Closing Date provided that the aggregate of all amounts held in such accounts shall not exceed $3,000,000 .

[the remainder of this page is intentionally blank; signature page s follow ]

IN WITNESS WHEREOF the parties hereto have executed this agreement.

[signatures continued on next page]

5