| To: | Tucows Inc. 96 Mowat Avenue Toronto, ON M6K 3M1 Canada Attention: Brenda Lazare Facsimile: (416) 531-1257 |
I have received and read the offer to exchange dated January 7, 2003 and this election to exchange form.
Subject to the terms and conditions of the offer, I understand that I may elect to exchange my options to purchase shares of common stock, no par value per share, of Tucows that have an exercise price of $0.91 per share or more in exchange for new options to purchase shares of Tucows common stock.
I understand and acknowledge that:
any new options or any other consideration for the eligible options that I elect to exchange and that are accepted for exchange;
2
Subject to the terms and conditions of the offer to exchange and this election form, I hereby elect to exchange the following eligible options:
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Date of Eligible Option Grant (1) |
Exercise Price of Options Subject to Grant |
Total Number of Outstanding Options Subject to Grant(2) |
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You must complete and sign the following exactly as your name appears on the stock option agreement(s) evidencing the eligible options you are electing to exchange.
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Signature of Option Holder |
Date: , 2003 | |
Print Name |
By signing and returning the election form, I represent and warrant to Tucows:
When you have completed, signed and dated the election form, detach and return pages 1-3, together with your original stock option agreement or agreements with respect to any eligible option grants that you elect to exchange, to the following address no later than February 4, 2003:
Tucows Inc.
96 Mowat Avenue
Toronto, ON M6K 3M1
Attention: Brenda Lazare
Facsimile: (416) 531-1257
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3
Forming Part of the Terms and Conditions of the Offer
1. Delivery of Election Form. You must deliver a properly completed and signed original or facsimile copy of this election form, together with your stock option agreement(s) with respect to any eligible option grants that you elect to exchange, to Tucows at the address on the front cover of this election form on or before February 4, 2003.
The method by which you can deliver any required document is at your option and risk, and the delivery will be made only when actually received by Tucows. If you elect to deliver your documents by mail, we recommend that you use registered mail with return receipt requested. In all cases, you should allow sufficient time to ensure timely delivery.
You may withdraw any eligible options you have elected to exchange at any time before February 4, 2003. If we extend the offer beyond that time, you may withdraw your eligible options at any time until the extended expiration of the offer. In addition, unless we accept the options you have elected to tender before 12:00 midnight, Eastern Time, on March 5, 2003, you may withdraw your options at any time after March 5, 2003 until they are accepted and canceled.
To withdraw eligible options you must deliver a written notice of withdrawal with the required information to Tucows while you still have the right to withdraw the eligible options you tendered. Withdrawals may not be rescinded, and once you have withdrawn your options you may not retender them.
Tucows will not accept any alternative, conditional or contingent elections. By execution of this election form, you waive any right to receive any notice of the acceptance of your election, except as provided for in the offer to exchange.
2. Inadequate Space. If you do not have enough space to provide the requested information, please provide any additional information on a separate schedule and attach it to your election form.
3. Election to Exchange. If you elect to exchange any eligible options, you must complete the table on page 3 of the election form by providing the following information for each eligible option grant that you elect to exchange: date of grant, exercise price and total number of shares which remain subject to the eligible option grant. You may elect to exchange all, some or none of your eligible options grants. You may not elect to exchange less than the entire outstanding portion of a particular eligible option grant. If you elect to exchange any eligible options, you must exchange all of the options granted to you after August 7, 2002, including options with an exercise price below $0.91, or your entire tender will be rejected.
[For example, if you received (i) one option to purchase 10,000 shares at $2.21 per share on June 6, 2000, of which you have exercised 2,500 options and received common stock therefor and (ii) a second option to purchase 10,000 shares at $0.44 per share on August 12, 2002, none of which have been exercised and you elect to exchange all your outstanding eligible options, you would complete the table as follows:]
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Date of Eligible Option Grant |
Exercise Price of Options Subject to Grant |
Total Number of Shares Subject to Grant |
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| 1 | June 6, 2000 | $ | 2.21 | 7,500 | |||
| 2 | August 12, 2002 | $ | 0.44 | 10,000 | |||
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4. Signatures on Election to Exchange. This election form must be signed by the holder of the eligible options and the signature must correspond with the name as written on the face of the stock
option agreement or agreements to which the eligible options are subject without alteration, enlargement or any change.
5. Requests for Assistance or Additional Copies. Please direct any questions or requests for assistance, as well as requests for additional copies of the offer to exchange or this election form to Brenda Lazare, by telephone at (416) 538-5488 or by mail to Tucows Inc., 96 Mowat Avenue, Toronto ON M6K 3M1, Canada, Attention: Brenda Lazare or by email at blazare@tucows.com.
6. Irregularities. Tucows will determine, in its discretion, all questions as to the form of documents and the validity, form, eligibility (including time of receipt), and acceptance of any election to exchange, and all questions as to the number of shares subject to eligible options or to be subject to new options. Tucows determination of these matters will be final and binding on all parties. Tucows reserves the right to reject any or all elections to exchange eligible options it determines does not comply with the conditions of the offer, not to be in proper form or the acceptance of which, in the opinion of Tucows' counsel, may be unlawful.
Tucows also reserves the right to waive any of the conditions of the offer or any defect or irregularity in the election with respect to any particular eligible options or any particular option holder, and its interpretation of the terms of the offer (including these instructions) will be final and binding on all parties. No election to exchange eligible options will be considered to be properly made until all defects and irregularities have been cured by the option holder or waived by Tucows. Unless waived, any defects or irregularities with elections must be cured within such time as Tucows shall determine. Neither Tucows nor any other person is or will be obligated to give notice of any defects or irregularities in elections to exchange, and no person will incur any liability for failure to give any such notice.
7. Important Tax Information. You should refer to Section 13 of the offer to exchange beginning on page 30, which contains important tax information. Tucows advises you to consult with your tax adviser with respect to the tax consequences of electing to exchange your eligible options.
Special considerations may apply to employees located outside of the United States or Canada. In some countries, the application of local taxation rules may have an impact upon the re-grant. If you are an employee based outside of the United States or Canada, we recommend that you consult with your own tax advisor to determine the tax consequences of the offer under the laws of the country in which you live and work.
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