Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

Eligible Persons. All employees of the Company and of any of its Controlled Subsidiaries, as defined below in this Section 4(a) (“Employees”), including Employees who are officers or members of the Board, and members of the Board who are not Employees (“Non-Employee Directors”) shall be eligible to participate in the Plan. Consultants and advisors who perform direct services for the Company or any of its Controlled Subsidiaries (“Key Advisors”), and employees of Tucows or of any subsidiary or affiliate of the Company who perform direct services for the Company or any of its Controlled Subsidiaries (“Affiliate Employees”) shall be eligible to participate in the Plan if the Key Advisors or Affiliate Employees, as applicable, render bona fide direct services to the Company or its Controlled Subsidiaries, the services are not in connection with the offer and sale of securities in a capital-raising transaction and the Key Advisors or Affiliate Employees, as applicable, do not directly or indirectly promote or maintain a market for the Company’s securities. In addition, an employee of Tucows or subsidiary or affiliate thereof shall be eligible to participate in the Plan, if, during such individual’s taxable year in which any Option is granted to such individual, any amount that might otherwise be included in such individual’s income for that year with respect to such Option (including but not limited to [Sections 83 and 409A]A] of the Code) is excludable for Federal income tax purposes pursuant to any bilateral or multilateral convention, agreement or treaty to which the United States is a party (“Nonresident Alien Employee”). Each Grant to a Grantee must be compliant with applicable law including Section 409A of the Code (to the extent not exempt from Section 409A of the Code). A “Controlled Subsidiary” for purposes of the Plan is any direct or indirect subsidiary of the Company in which the Company has a controlling interest under Treas. Reg. [Section 1.414(c)-1(b)(2)])] (except that 50% shall be substituted for 80% wheresoever it may appear therein), and any other subsidiary of the Company in which the Company has a controlling interest for purposes of Treas. Reg. [Section 1.409A-1(b)(5)])].

Each Employee (an “Eligible Person”) who has provided services to the Company or any of its subsidiaries for at least three months and who is continuing to provide such services may participate in the Plan. The Committee may exclude all, but not less than all, of the Employees of any subsidiary of the Company located outside of Canada where participation by such Employees would be impractical.

Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.

Persons Eligible to Designate. Any Participant may designate a Beneficiary to receive any amount payable under the Plan as a result of the Participant’s death, provided that the Beneficiary survives the Participant. The Beneficiary may be one or more persons, natural or otherwise. By way of illustration, but not by way of limitation, the Beneficiary may be an individual, trustee, executor, or administrator. A Participant may also change or revoke a designation previously made, without the consent of any Beneficiary named therein.

Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

Each Employee (an “Eligible Person”) who has provided services to the Company or any of its subsidiaries for at least three months and who is continuing to provide such services may participate in the Plan. The Committee may exclude all, but not less than all, of the Employees of any subsidiary of the Company located outside of Canada where participation by such Employees would be impractical.

Persons Eligible for Awards. Nonstatutory Stock Options and Restricted Stock Awards may be granted only to Employees, Consultants and Directors. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.