. Subsequent events:

(a)

January

20,

2017,

the Company entered i

nto a Stock Purchase Agreement with its indirect wholly owned subsidiary, Tucows (Emerald), LLC, Rightside Group, Ltd., and Rightside Operating Co., pursuant to which Tucows (Emerald), LLC purchased from Rightside Operating Co. all of the issued and outstanding capital stock of eNom Incorporated, a domain name registrar business, or eNom. The purchase price was

$83.5

million in cash, less estimated purchase price adjustments of approximately

$6.8

million relating primarily to a working capital deficit. The purchase price was financed by a facility established under the terms of an Amended Credit Agreement for net consideration of

$76.7

million (note

16(b)).

The Company has prepared a preliminary purchase price allocation of the assets acquired and the liabilities assumed of eNom based on management’s best estimates of fair value. The final purchase price allocation

may

vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities.

The following table shows the preliminary allocation of the purchase price for eNom, Incorporated to the acquired identifiable assets, liabilities assumed and goodwill:

Total purchase price	$	76,680,000

Accounts receivable, net		6,000,000
Other current assets		3,580,000
Deferred registration costs		80,000,000
Property and equipment, net		4,500,000
Intangible assets, net		44,300,000
Total identifiable assets		138,380,000
Accounts payable and accrued liabilities		(9,700,000	)
Customer deposits		(6,700,000	)
Deferred revenue		(88,066,000	)
Total liabilities assumed		(104,466,000	)
Total net assets (liabilities) assumed		33,914,000
Total goodwill	$	42,766,000

(b)

January

20,

2017,

concurrent with the acquisition described above, the Company entered into an Amended Credit Agreement with the Lenders and Bank of Nova Scotia (collectively the 'New Lenders') to, among other things, reduce the existing non-revolving Facility C from

$40

million to

$35

million, and establish a non-revolving credit facility of

$85

million of which

$84.5

million was drawn to fund the acquisition, working capital deficit and related transaction costs. The Amended Credit Agreement provides the Company with access to an aggregate of

$140

million in funds. Under the amended credit agreement,

the Company has agreed to comply with the following financial covenants at all times, which are to be calculated on a rolling

four

quarter basis: (i) maximum Total Funded Debt to EBITDA Ratio of

3.00:1

until

September

30,

2017,

2.50:1

until

September

30,

2018

and

2.25:1

thereafter; and (ii) minimum Fixed Charge Coverage Ratio of

1.20:1.

Further, the Company's maximum annual Capital Expenditures cannot exceed

$32.8

million per year, which limit will be reviewed on an annual basis. In addition, funded share repurchases are not to exceed

$20

million, or up to

$40

million so long as the total loans related to share repurchases do not exceed

1.5

times of trailing

twelve

months EBITDA.

The amended credit agreement also provides for an additional interest rate tier if the Company exceeds a

2.25x

funded debt to adjusted EBITDA ratio and repayment terms remain unchanged for the existing facilities with the new non-revolving credit facility having a repayment term of

five

years with equal quarterly repayments commencing in

second

quarter of

2017.

(c)	On February 1, 2017, the Company exercised its call option to purchase an additional 20% ownership interest in Ting Virginia, LLC for consideration of $2.0 million. The Minority Shareholders did not exercise their put option to sell their remaining 10% ownership interest in Ting Virginia, LLC.

(d)

March

2017,

the Company announced that its Board of Directors has approved a stock buyback program to repurchase up to

$40

million of its common stock in the open market. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on

March

2017

and will terminate on or before

February

28,

2018.