Exhibit 10.2


 


COGENT
COMMUNICATIONS GROUP, INC.


 


SEVENTH AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT


 


October 26, 2004


 


To each of the several
holders of Series F Preferred Stock (the “Series F Purchasers”), each
sub-series of Series G Preferred Stock (collectively, the “Series G
Purchasers”), Series I Preferred Stock (the “Series I Purchasers”),
Series J Preferred Stock (the “Series J Purchasers”), Series K Preferred
Stock (the “Series K Purchasers”), Series L Preferred Stock (the “Series
L Purchasers”), Series M Preferred Stock (the “Series M Purchasers”)
and any person who later becomes a party to this Agreement by executing and
delivering to the Company an Instrument of Accession in the form of
Schedule II hereto (collectively, the “Purchasers”):


 


Dear Sirs:


 


This will confirm that
the Company covenants and agrees with each of you as follows:


 


1.                                       Certain
Definitions.  As used in this
Agreement, the following terms shall have the following respective meanings:


 


“Commission”
shall mean the Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act.


 


“Common Stock”
shall mean the Common Stock, par value $.001 per share, of the Company, as
constituted as of the date of this Agreement.


 


“Company”
shall mean Cogent Communications Group, Inc.


 


“Conversion
Shares” shall mean shares of Common Stock issued or issuable upon
conversion of the Preferred Stock, and any shares of capital stock received in
respect thereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934 or any similar federal statute,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.


 


“Preferred
Stock” shall mean the Series F Preferred Stock, the Series G Preferred
Stock, the Series I Preferred Stock, the Series J Preferred Stock and the
Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock
and any other series of preferred stock held by a person or entity that becomes
a party to this Agreement pursuant to an Instrument of Accession, a form of
which is attached hereto as Schedule II.


 





















 


“Registration
Expenses” shall mean the expenses so described in Section 8.


 


“Restricted
Stock” shall mean (i) the Conversion Shares, excluding Conversion Shares
which have been (a) registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of in accordance
with the registration statement covering them or (b) publicly sold
pursuant to Rule 144 under the Securities Act, and (ii) any shares of
Common Stock issued or distributed in respect of the securities described in
clause (i).


 


“Securities Act”
shall mean the Securities Act of 1933 or any similar federal statute, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.


 


“Selling
Expenses” shall mean the expenses so described in Section 8.


 


“Series F
Preferred Stock” shall mean the Series F Participating Convertible
Preferred Stock, par value $.001 per share, of the Company, constituted as of
July 31, 2003.


 


“Series G
Preferred Stock” shall mean the Series G Participating Convertible
Preferred Stock of the Company, constituted as of July 31, 2003.


 


“Series I
Preferred Stock” shall mean the Series I Participating Convertible Preferred
Stock of the Company, constituted as of January 5, 2004.


 


“Series J
Preferred Stock” shall mean the Series J Participating Convertible
Preferred Stock of the Company, constituted as of March 30, 2004.


 


“Series K
Preferred Stock” shall mean the Series K Participating Convertible
Preferred Stock of the Company constituted as of August 12, 2004.


 


“Series L
Preferred Stock” shall mean the Series L Participating Convertible
Preferred Stock of the Company, issued as of September 15, 2004.


 


“Series M Preferred
Stock” shall mean the Series M Participating Convertible Preferred Stock of
the Company, issued as of the date of this Agreement.


 


2.                                       Restrictive
Legend.  Each certificate
representing Preferred Stock, Conversion Shares or Restricted Stock shall, except
as otherwise provided in this Section 2 or in Section 3, be stamped
or otherwise imprinted with a legend substantially in the following form:


 


“The securities
represented by this certificate have not been registered under the Securities
Act of 1933 or applicable state securities laws.  These securities have been acquired for
investment and not with a view to distribution or resale, and may not be sold
mortgaged, pledged, hypothecated or otherwise transferred without an effective
registration 


 





















 


statement for such
securities under the Securities Act of 1933 and applicable state securities
laws, or the availability of an exemption from the registration provisions of
the Securities Act of 1933 and applicable state securities laws.”


 


A certificate shall not
bear such legend if in the opinion of counsel reasonably satisfactory to the
Company the securities being sold thereby may be publicly sold without
registration under the Securities Act.


 


3.                                       Notice
of Proposed Transfer.  Prior to any
proposed transfer of any Preferred Stock, Conversion Shares or Restricted Stock
(other than under the circumstances described in Sections 4, 5 or 6), the
holder thereof shall give written notice to the Company of its intention to
effect such transfer.  Each such notice
shall describe the manner of the proposed transfer and, if requested by the
Company, shall be accompanied by an opinion of counsel reasonably satisfactory
to the Company to the effect that the proposed transfer may be effected without
registration under the Securities Act, whereupon the holder of such stock shall
be entitled to transfer such stock in accordance with the terms of its notice; provided,
however, that no such opinion of counsel shall be required for a
transfer to one or more partners of the transferor (in the case of a transferor
that is a partnership), to one or more members of the transferor (in the case
of a transferor that is a limited liability company) or to an affiliated
corporation (in the case of a transferor that is a corporation);  provided, further, however,
that any transferee other than a partner, member or affiliate of the transferor
shall execute and deliver to the Company a representation letter in form
reasonably satisfactory to the Company’s counsel to the effect that the
transferee is acquiring Restricted Stock for its own account, for investment
purposes and without any view to distribution thereof.  Each certificate for Preferred Stock or
Conversion Shares transferred as above provided shall bear the legend set forth
in Section 2, except that such certificate shall not bear such legend if
(i) such transfer is in accordance with the provisions of Rule 144
(or any other rule permitting public sale without registration under the
Securities Act) or (ii) the opinion of counsel referred to above is to the
further effect that the transferee and any subsequent transferee (other than an
affiliate of the Company) would be entitled to transfer such securities in a
public sale without registration under the Securities Act.  The restrictions provided for in this
Section 3 shall not apply to securities which are not required to bear the
legend prescribed by Section 2 in accordance with the provisions of that
Section.


 


4.                                       Required
Registration.


 


(a)                                  Subject
to Section 13(f) of this Agreement, at any time after the earlier of (i) July
31, 2006 and (ii) the date that is six (6) months after the first public
offering after the date hereof of securities by the Company, holders of
Restricted Stock constituting more than 50% of the total number of shares of
Restricted Stock then outstanding may request the Company to register under the
Securities Act all or any portion of the shares of Restricted Stock held by
such requesting holder or holders for sale in the manner specified in such
notice.  For purposes of this
Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted
Stock” shall be deemed to include the number of shares of Restricted Stock
which would be issuable to a holder of Preferred Stock upon conversion of all
shares of 


 





















 


Preferred Stock
held by such holder at such time; provided, however, that the
only securities which the Company shall be required to register pursuant hereto
shall be shares of Common Stock; provided, further, however,
that, in any underwritten public offering contemplated by this Section 4
or Sections 5 and 6, the holders of Preferred Stock shall be entitled to
sell such Preferred Stock to the underwriters for conversion and sale of the
shares of Common Stock issued upon conversion thereof and holders of a majority
of the Preferred Stock being so registered shall have the right to approve the
managing underwriter(s) selected by the Company in connection with such
underwritten public offering. 
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to effect a registration (i) during the 180 day
period commencing with the effective date of a registration statement filed by
the Company covering the first firm commitment underwritten public offering
after the date hereof or (ii) if the Company delivers notice to the holders of
the Restricted Stock within thirty (30) days of any registration request of the
Company’s intent to file a registration statement for an underwritten public
offering within ninety (90) days.


 


(b)                                 Following
receipt of any notice under this Section 4, the Company shall immediately
notify all holders of Restricted Stock and Preferred Stock from whom notice has
not been received and such holders shall then be entitled within 30 days
thereafter to request the Company to include in the requested registration all
or any portion of their shares of Restricted Stock.  The Company shall use its best efforts to
register under the Securities Act, for public sale in accordance with the method
of disposition described in paragraph (a) above, the number of shares of
Restricted Stock specified in such notice (and in all notices received by the
Company from other holders within 30 days after the giving of such notice
by the Company).  The Company shall be
obligated to register Restricted Stock pursuant to this Section 4 on three
occasions only; provided, however, that such obligation shall be
deemed satisfied only when a registration statement covering all shares of
Restricted Stock specified in notices received as aforesaid for sale in
accordance with the method of disposition specified by the requesting holders
shall have become effective and, if such method of disposition is a firm
commitment underwritten public offering, all such shares shall have been sold
pursuant thereto.


 


(c)                                  The
Company (or at the option of the Company, the holders of Common Stock) shall be
entitled to include in any registration statement referred to in this
Section 4, for sale in accordance with the method of disposition specified
by the requesting holders, shares of Common Stock to be sold by the Company or
such other holders for its own account, except as and to the extent that, in
the opinion of the managing underwriter (if such method of disposition shall be
an underwritten public offering), such inclusion would adversely affect the
marketing of the Restricted Stock to be sold. 
Subject to Section 4(a) and except for registration statements on
Form S-4, S-8 or any successor thereto, the Company will not file with the
Commission any other registration statement with respect to its Common Stock,
whether for its own account or that of other stockholders, from the date of
receipt of a notice from requesting holders pursuant to this Section 4 until
the completion of the period of distribution of the registration contemplated
thereby.


 


(d)                                 If,
in the opinion of the managing underwriter, the inclusion of all of the
Restricted Stock requested to be registered under this Section would adversely
affect the 


 





















 


marketing of such
shares, the Company shall only include the number of shares that, in the
reasonable opinion of such underwriter, can be sold without having an adverse
effect on the marketing of such shares, to be allocated to each stockholder of
the Company on a pro rata basis based on the total
number of shares held by such holder and requested to be included in the
registration; provided, however, that the number of shares of
Restricted Stock to be included in such underwriting and registration shall not
be reduced unless all other securities of the Company are first excluded from
the underwriting and registration.


 


5.                                       Incidental
Registration.  Subject to Section
13(f) of this Agreement, if the Company at any time (other than pursuant to
Section 4 or Section 6) proposes to register any of its securities
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms S-4, S-8 or another form not available
for registering the Restricted Stock for sale to the public), each such time it
will give written notice to all holders of outstanding Restricted Stock of its
intention so to do.  Upon the written
request of any such holder, received by the Company within 30 days after
the giving of any such notice by the Company, to register any of its Restricted
Stock, the Company will use its best efforts to cause the Restricted Stock as
to which registration shall have been so requested to be included in the
securities to be covered by the registration statement proposed to be filed by
the Company, all to the extent requisite to permit the sale or other
disposition by the holder (in accordance with its written request) of such
Restricted Stock so registered.  In the
event that any registration pursuant to this Section 5 shall be, in whole
or in part, an underwritten public offering of Common Stock, if the managing
underwriter determines in good faith that marketing factors require a
limitation of the number of shares to be underwritten, the number of shares that
may be included in the underwriting shall be allocated, first, to the Company;
second, to the holders of Restricted Stock invoking the rights under this
Section 5 on a pro rata basis based on the total
number of shares of Restricted Stock held by such holders; and third, to any
stockholder of the Company (other than such holders) on a pro rata
basis.  No such reduction shall reduce
the amount of securities of the selling holders included in the registration
below thirty percent (30%) of the total amount of securities included in such
registration.  In no event will shares of
any other selling stockholder be included in such registration that would
reduce the number of shares which may be included by holders of Restricted
Stock without the written consent of the holders of not less than sixty-six and
two-thirds percent (66 2/3%) of the Restricted Stock proposed to be sold in the
offering.  If any such holder disapproves
of the terms of any such underwriting, such holder may elect to withdraw
therefrom by written notice to the Company and the underwriter, delivered at
least ten (10) business days prior to the effective date of the registration
statement.  Any shares of Restricted
Stock excluded or withdrawn from such underwriting shall be excluded and
withdrawn from the registration.  For any
holder which is a partnership or corporation, the partners, retired partners
and stockholders of such holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing person shall be deemed to be a single holder, and any pro rata reduction with respect to such holder shall be
based upon the aggregate amount of shares carrying registration rights owned by
all entities and individuals included in such holder, as defined in this
sentence.  Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred to in
this Section 5 without thereby incurring any liability to the holders of 


 





















 


Restricted Stock.


 


6.                                       Registration
on Form S-3.  Subject to Section
13(f) of this Agreement, if at any time (i) a holder or holders of
Restricted Stock then outstanding request that the Company file a registration
statement on Form S-3 or any successor thereto for a public offering of all
or any portion of the shares of Restricted Stock held by such requesting holder
or holders, and (ii) the Company is a registrant entitled to use
Form S-3 or any successor thereto to register such shares, then the
Company shall use its best efforts to register under the Securities Act on
Form S-3 or any successor thereto for public sale in accordance with the
method of disposition specified in such notice, the number of shares of
Restricted Stock specified in such notice. 
Whenever the Company is required by this Section 6 to use its best
efforts to effect the registration of Restricted Stock, each of the procedures
and requirements of Section 4 (including but not limited to the
requirement that the Company notify all holders of Restricted Stock from whom notice
has not been received and provide them with the opportunity to participate in
the offering) shall apply to such registration; provided, however,
that there shall be no limitation on the number of registrations on
Form S-3 which may be requested and obtained under this Section 6 and
registrations effected pursuant to this Section 6 shall not be counted as
demands for registration or registrations effected pursuant to Sections 4 or 5,
respectively.


 


(b)                                 Notwithstanding
anything to the contrary set forth in this Agreement, the Company’s obligation
under this Agreement to register Restricted Stock under the Securities Act on
registration statements (“Registration Statements”) may, upon the
reasonable determination of the Board of Directors made not more than twice in
the aggregate (and not more than once with respect to a Registration Statement
on Form S-1 and not more than once with respect to a Registration
Statement on Form S-3 and including any delay pursuant to the last
sentence of Section 4(a)) during any 12-month period, be suspended in the event
and during such period as unforeseen circumstances (including without
limitation (i) an underwritten primary offering by the Company (which
includes no secondary offering) if the Company is advised in writing by its
underwriters that the registration of the Restricted Stock would have a
material adverse effect on the Company’s offering, or (ii) pending
negotiations relating to, or consummation of, a transaction or the occurrence
of an event which would require additional disclosure of material information
by the Company in Registration Statements or such other filings, as to which
the Company has a bona fide business purpose for preserving confidentiality or
which renders the Company unable to comply with the Commission’s requirements)
exist (such unforeseen circumstances being hereinafter referred to as a “Suspension
Event”) which would make it impractical or unadvisable for the Company to
file the Registration Statements or such other filings or to cause such to
become effective.  Such suspension shall
continue only for so long as such event is continuing but in no event for a
period longer than (i) one hundred and twenty (120) days, in the case of a
Registration Statement on Form S-1 (or any successor thereto) or (ii) ninety
(90) days, in the case of a Registration Statement on Form S-3 (or any
successor thereto).  The Company shall
notify the Purchasers of the existence and nature of any Suspension Event.


 


7.                                       Registration
Procedures.  If and whenever the Company
is required by the 


 





















 


provisions of
Sections 4, 5 or 6 to use its best efforts to effect the registration of
any shares of Restricted Stock under the Securities Act, the Company will, as
expeditiously as possible:


 


(a)                                  prepare
and file with the Commission a registration statement (which, in the case of an
underwritten public offering pursuant to Section 4, shall be on Form S-1
or other form of general applicability satisfactory to the managing underwriter
selected as therein provided) with respect to such securities and use its best
efforts to cause such registration statement to become and remain effective for
the period of the distribution contemplated thereby (determined as hereinafter
provided);


 


(b)                                 prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for the period
specified in paragraph (a) above and comply with the provisions of the
Securities Act with respect to the disposition of all Restricted Stock covered
by such registration statement in accordance with the sellers’ intended method
of disposition set forth in such registration statement for such period;


 


(c)                                  furnish
to each seller of Restricted Stock and to each underwriter such number of
copies of the registration statement and each such amendment and supplement
thereto (in each case including all exhibits) and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably may
request in order to facilitate the public sale or other disposition of the
Restricted Stock covered by such registration statement;


 


(d)                                 use
its best efforts to register or qualify the Restricted Stock covered by such
registration statement under the securities or “blue sky” laws of such
jurisdictions as the sellers of Restricted Stock or, in the case of an
underwritten public offering, the managing underwriter reasonably shall
request; provided, however, that the Company shall not for any
such purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;


 


(e)                                  use
its best efforts to list the Restricted Stock covered by such registration
statement with any securities exchange on which the Common Stock of the Company
is then listed;


 


(f)                                    immediately
notify each seller of Restricted Stock and each underwriter under such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event of which the Company has knowledge as a result of which the prospectus
contained in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, and promptly prepare and furnish to
such seller a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to the purchasers of such Restricted
Stock, such 


 





















 


prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;


 


(g)                                 if
the offering is underwritten and at the request of any seller of Restricted
Stock, use its best efforts to furnish on the date that Restricted Stock is
delivered to the underwriters for sale pursuant to such registration:  (i) an opinion dated such date of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters and to such seller, to such effect as reasonably
may be requested by counsel for the underwriters, and (ii) a letter dated
such date from the independent public accountants retained by the Company,
addressed to the underwriters and to such seller, stating that they are
independent public accountants within the meaning of the Securities Act and
that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any amendment
or supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to
the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request;


 


(h)                                 make
available for inspection by each seller of Restricted Stock, any underwriter
participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller or underwriter,
reasonable access to all financial and other records, pertinent corporate
documents and properties of the Company, as such parties may reasonably
request, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


 


(i)                                     cooperate
with the selling holders of Restricted Stock and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Restricted Stock to be sold, such certificates to be in such
denominations and registered in such names as such holders or the managing
underwriters may request at least two business days prior to any sale of
Restricted Stock; and


 


(j)                                     permit
any holder of Restricted Stock which holder, in the sole and exclusive
judgment, exercised in good faith, of such holder, might be deemed to be a
controlling person of the Company, to participate in good faith in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in
the reasonable judgment of such holder and its counsel should be included and
to permit any other holder of Restricted Stock participating in the
registration to review such registration or comparable statement during its
preparation.


 


For purposes of
Section 7(a) and 7(b) and of Section 4(c), the period of distribution
of Restricted Stock in a firm commitment underwritten public offering shall be
deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Restricted Stock
in any other registration shall be deemed to extend until the earlier of the
sale of all Restricted Stock covered thereby 


 





















 


and 180 days
after the effective date thereof.


 


In connection with
each registration hereunder, the sellers of Restricted Stock will furnish to
the Company in writing such information requested by the Company with respect
to themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws and to make the registration statement correct, accurate and
complete in all respects with respect to such sellers; provided, however, that this
requirement shall not be deemed to limit any disclosure obligation arising out
of any seller’s relationship to the Company if one of such seller’s agents or
affiliates is an officer, director or control person of the Company.  In addition, the sellers shall, if requested
by the Company, execute such other agreements, which are reasonably
satisfactory to them and which shall contain such provisions as may be
customary and reasonable in order to accomplish the registration of the
Restricted Stock.


 


In connection with
each registration pursuant to Sections 4, 5 or 6 covering an underwritten
public offering, the Company and each seller agree to enter into a written
agreement with the managing underwriter selected in the manner herein provided
in such form and containing such provisions as are customary in the securities
business for such an arrangement between such underwriter and companies of the
Company’s size and investment stature.


 


8.                                       Expenses.  All expenses incurred by the Company in
complying with Sections 4, 5 and 6, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
counsel fees) incurred in connection with complying with state securities or “blue
sky” laws, fees and expenses of one counsel for the selling holders of
Restricted Stock in connection with the registration of Restricted Stock, fees
of the National Association of Securities Dealers, Inc., transfer taxes, fees
of transfer agents and registrars, costs of any insurance which might be
obtained, but excluding any Selling Expenses, are called “Registration
Expenses.”  All underwriting
discounts and selling commissions applicable to the sale of Restricted Stock
and the fees and expenses of more than one counsel for the selling holders of
Restricted Stock in connection with the registration of Restricted Stock are
called “Selling Expenses.”


 


The Company will
pay all Registration Expenses incurred in connection with each of the first
five Registration Statements filed pursuant to Sections 4, 5 or 6.  All Selling Expenses incurred in connection
with each of the first five Registration Statements filed pursuant to
Sections 4, 5 or 6, and all Selling Expenses and Registration Expenses
incurred in connection with each Registration Statement filed pursuant to
Sections 4, 5 or 6 thereafter, shall be borne by the participating sellers in
proportion to the number of shares sold by each, or by such participating
sellers other than the Company (except to the extent the Company shall be a
seller) as they may agree.


 


9.                                       Indemnification.


 


(a)                                  To
the extent permitted by law, in the event of a registration of any of 


 





















 


the Restricted
Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company
will indemnify and hold harmless each holder of Restricted Stock, its partners,
members, officers and directors, each underwriter of such Restricted Stock
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such holder,
officer, director, underwriter or controlling person may become subject under
the Securities Act, Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Restricted Stock
was registered under the Securities Act pursuant to Sections 4, 5 or 6,
any preliminary prospectus (but only to the extent not corrected in the final
prospectus) or final prospectus contained therein, or any amendment or
supplement thereof, (ii) any blue sky application or other document executed by
the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Restricted Stock under the securities laws thereof (any
such application, document or information herein called a “Blue Sky
Application”), (iii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (iv) any violation by the Company or its agents of any
rule or regulation promulgated under the Securities Act or Exchange Act
applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration, or (v) any
failure to register or qualify the Restricted Stock in any state where the
Company or its agents has affirmatively undertaken or agreed in writing that
the Company (the undertaking of any underwriter chosen by the Company being
attributed to the Company) will undertake such registration or qualification on
the seller’s behalf (provided that in such instance the Company shall not be so
liable if it has undertaken its best efforts to so register or qualify the
Restricted Stock) and will reimburse each such holder, and such partner,
member, officer and director, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that
the Company will not be liable in any such case if and to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made
in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use in
such registration statement, prospectus or Blue Sky Application.


 


(b)                                 To
the extent permitted by law, in the event of a registration of any of the
Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6,
each seller of such Restricted Stock thereunder, severally and not jointly,
will indemnify and hold harmless the Company, each person, if any, who controls
the Company within the meaning of the Securities Act, each officer of the
Company who signs the registration statement, each director of the Company,
each other holder of Restricted Stock, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, other seller, underwriter or controlling person may
become subject under the Securities Act, Exchange Act or otherwise, insofar as
such losses, claims, damages or 


 





















 


liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the registration
statement under which such Restricted Stock was registered under the Securities
Act pursuant to Sections 4, 5 or 6, any preliminary prospectus (but only
to the extent not corrected in the final prospectus) or final prospectus
contained therein, or any amendment or supplement thereof, or any Blue Sky
Application or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company and
each such officer, director, other seller, underwriter and controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that such seller will be liable hereunder in any such case if
and only to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
information pertaining to such seller, as such, furnished in writing to the
Company by such seller specifically for use in such registration statement,
prospectus or Blue Sky Application; and provided, further, however,
that the liability of each seller hereunder shall be limited to the proportion
of any such loss, claim, damage, liability or expense which is equal to the
proportion that the public offering price of the shares sold by such seller
under such registration statement bears to the total public offering price of
all securities sold thereunder, but not in any event to exceed the net proceeds
received by such seller from the sale of Restricted Stock covered by such
registration statement.


 


(c)                                  Promptly
after receipt by an indemnified party hereunder of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party hereunder, notify the indemnifying
party in writing thereof, but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to such indemnified
party other than under this Section 9 and shall only relieve it from any
liability which it may have to such indemnified party under this Section 9
if and to the extent the indemnifying party is prejudiced by such
omission.  In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election so
to assume and undertake the defense thereof, the indemnifying party shall not
be liable to such indemnified party under this Section 9 for any legal
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison
with counsel so selected; provided, however, that, if the
defendants in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that the
interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred. No indemnifying party,
in the defense of any such claim or litigation shall, except with the consent
of each indemnified party, consent to entry of any judgment or enter 


 





















 


into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation, and no indemnified party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the indemnifying party, which consent
shall not be unreasonably withheld.


 


(d)                                 If
the indemnification provided for in this Section 9 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the violation that resulted in such loss, claim,
damage or liability, as well as any other relevant equitable
considerations.  The relative fault of
the indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission; provided, however, that in no event shall any
contribution by a holder of Restricted Stock hereunder, when combined with
amounts paid or payable pursuant to Section 9(b), exceed the net proceeds from
the offering received by such holder.


 


(e)                                  The
obligations of the Company and holders of Restricted Stock under this
Section 9 shall survive completion of any offering of Restricted Stock by
a registration statement and the termination of this Agreement.


 


10.                                 Changes
in Common Stock or Preferred Stock. 
If, and as often as, there is any change in the Common Stock or
Preferred Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made
in the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock or Preferred Stock as so changed.


 


11.                                 Rule
144 Reporting.  With a view to making
available the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Restricted Stock to the public without
registration, at all times after any registration statement covering a public
offering of securities of the Company under the Securities Act shall have
become effective, the Company agrees to:


 


(a)                                  make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act;


 


(b)                                 use
its best efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the 


 





















 


Exchange Act; and


 


(c)                                  furnish
to each holder of Restricted Stock forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of such
Rule 144 and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents so filed by the Company as such holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such
holder to sell any Restricted Stock without registration.


 


12.                                 Representations
and Warranties of the Company.  The
Company represents and warrants to you as follows:


 


(a)                                  The
execution, delivery and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
articles of organization or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties
or assets is bound, conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the properties
or assets of the Company.


 


(b)                                 This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms.


 


13.                                 Miscellaneous.


 


(a)                                  All
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
transferees of any Preferred Stock or Restricted Stock), whether so expressed
or not; provided, however, that registration rights conferred
herein on the holders of Preferred Stock or Restricted Stock shall only inure
to the benefit of a transferee of Preferred Stock or Restricted Stock if
(i) there is transferred to such transferee at least twenty five percent
(25%) of the shares of Restricted Stock (appropriately adjusted for any
subdivision or combination) originally issued to a Purchaser, (ii) such
transferee is a member, former member, partner, retired partner, family member
or trust for the benefit of any individual holder, stockholder or affiliate of
a party hereto or (iii) such transferee acquires at least 2,500,000 shares
(appropriately adjusted for any subdivision or combination) of Preferred Stock
on an as converted to shares of Common Stock basis; provided, further,
however, that the Company is given written notice thereof.


 


(b)                                 All
notices, requests, consents and other communications hereunder shall be in
writing and shall be mailed by certified or registered mail, return receipt
requested, postage prepaid, or by recognized overnight delivery service of
international 


 





















 


reputation or, in
the case of non-U.S. residents, telexed or sent by recognized overnight
delivery service of international reputation or, addressed as follows:


 


If to the Company,
to:


 


Cogent
Communications Group, Inc.


1015 31st Street,
N.W.


Washington, DC
20007,


Attention:  Robert Beury


 


with copies to:


 


Latham &
Watkins, LLP


555 Eleventh St.,
N.W., Suite 1000


Washington, D.C.
20004


Attention: David
McPherson


 


If to any other
party hereto, to their respective addresses set forth on Schedule I hereto;


 


If to any
subsequent holder of Preferred Stock or Restricted Stock, to it at such address
as may have been furnished to the Company in writing by such holder;


 


or, in any case, at such
other address or addresses as shall have been furnished in writing to the
Company (in the case of a holder of Preferred Stock or Restricted Stock) or to
the holders of Preferred Stock or Restricted Stock (in the case of the Company)
in accordance with the provisions of this paragraph.


 


(c)                                  This
Agreement shall be construed and enforced in accordance with and governed by
the laws of the State of New York, without reference to its conflict of laws
provisions.


 


(d)                                 This
Agreement may (1) not be amended or modified, (2) no provision hereof may be
waived, and (3) no party may join through the execution of an Instrument of
Accession without the written consent of the Company and the holders of at
least two-thirds of the outstanding shares of Restricted Stock.  Notwithstanding the foregoing, no such
amendment or modification shall be effective if and to the extent that such
amendment or modification either (a) creates any additional affirmative
obligations to be complied with by any or all of the Purchasers or (b) grants
to any one or more Purchasers any rights more favorable than any rights granted
to all other Purchasers or otherwise treats any one or more Purchasers
differently than all other Purchasers.


 


(e)                                  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 





















 


(f)                                    If
requested in writing by the underwriters for the first underwritten public
offering of securities of the Company after the date hereof, each holder of
Restricted Stock who is a party to this Agreement shall agree not to sell
publicly any shares of Restricted Stock or any other shares of Common Stock
(other than shares of Restricted Stock or other shares of Common Stock being
registered in such offering or any shares purchased in the open market after
the Company’s public offering), without the consent of such underwriters, for a
period of not more than 180 days following the consummation of such public
offering; provided, however, that all holders of at least one
percent (1%) of the then outstanding Common Stock and all officers and
directors of the Company shall also have agreed not to sell publicly their Common
Stock under the circumstances and pursuant to the terms set forth in this
Section 13(f).


 


(g)                                 If
any provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal,
invalid or unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.


 


(h)                                 This
Agreement shall amend and restate in its entirety the Sixth Amended and
Restated Registration Rights Agreement, dated September 15, 2004, by and among
the Company and the other parties thereto (the “Prior Registration Rights
Agreement”), the parties hereto constitute the Company and the holders of
at least two-thirds of the outstanding shares of Restricted Stock (as defined
in the Prior Registration Rights Agreement) immediately prior to the execution
of this Agreement.


 


(i)                                     After
the date of this Agreement, the Company shall not, without the prior written
consent of the holders of at least two-thirds of the Restricted Stock then
outstanding, enter into any agreement with any holder or prospective holder of
any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to
the holders hereunder, other than a registration related to stock issued upon
conversion of debt securities assumed by the Company in connection with its
acquisition of Allied Riser Communications Corporation.


 


(j)                                     All
registration rights granted under Sections 4, 5, and 6 shall terminate and be
of no further force and effect upon the earlier of (i) three (3) years after
the date the Company first effects a registration pursuant to Section 4 or (ii)
five (5) years from the date hereof.  In
addition, the registration rights of a holder of Restricted Stock shall expire
if all Restricted Stock held by and issuable to such holder (and its affiliates)
may be sold under Rule 144 during any ninety (90) day period.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 





















 


Please indicate
your acceptance of the foregoing by signing and returning the enclosed
counterpart of this letter, whereupon this Agreement shall be a binding
agreement between the Company and you.


 


Please indicate your
acceptance of the foregoing by signing and returning the enclosed counterpart
of this letter, whereupon this Agreement shall be a binding agreement between
the Company and you.


 


	
   

  	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
   

  	
  COGENT COMMUNICATIONS
  GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  By: David Schaeffer

  	
   

  
	
   

  	
   

  	
  Title: Chairman and
  Chief Executive Officer

  
					



 





















 


	
   

  	
  OAK INVESTMENT PARTNERS
  IX,

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:        Oak
  Associates IX, LLC,its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
  OAK IX AFFILIATES FUND, LIMITED
  PARTNERSHIP

  
	
   

  	
  By:        Oak
  IX Affiliates, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
  OAK IX AFFILIATES FUND-A, LIMITED
  PARTNERSHIP

  
	
   

  	
  By:        Oak
  Associates IX, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  



 





















 


	
   

  	
  JERUSALEM VENTURE PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Partners III,
  L.P., its General Partner

  
	
   

  	
  By:

  	
  Jerusalem Venture
  Partners Corporation, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JERUSALEM VENTURE
  PARTNERS III

  
	
   

  	
  (ISRAEL), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Venture
  Partners III (Israel) Management

  
	
   

  	
   

  	
  Company Ltd., its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JERUSALEM VENTURE
  PARTNERS

  
	
   

  	
  ENTREPRENEURS FUND III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Partners III,
  L.P., its General Partner

  
	
   

  	
  By:

  	
  Jerusalem Venture
  Partners Corporation, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
					



 





















 


	
   

  	
  JERUSALEM VENTURE PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Partners IV,
  L.P., its General Partner

  
	
   

  	
  By:

  	
  JVP Corp IV, its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JERUSALEM VENTURE
  PARTNERS IV (Israel), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Partners IV -
  Venture Capital, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
  JVP Corp IV, its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
	
   

  	
   

  
	
   

  	
  JERUSALEM VENTURE
  PARTNERS IV-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem Venture
  Partners IV, L.P., its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
  By:

  	
  JVP Corp IV, its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Erel Margalit

  
					



 





















 


	
   

  	
  WORLDVIEW TECHNOLOGY

  
	
   

  	
  PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW TECHNOLOGY

  
	
   

  	
  INTERNATIONAL III, L.P.

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW STRATEGIC PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW III CARRIER FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Worldview Capital III,
  L.P., its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW TECHNOLOGY

  
	
   

  	
  PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW TECHNOLOGY

  
	
   

  	
  INTERNATIONAL IV, L.P.

  
	
   

  	
   

  
	
   

  	
  WORLDVIEW STRATEGIC PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Worldview Capital IV,
  L.P., its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  
							



 





















 


	
   

  	
  BCP CAPITAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BCP General LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven D. Brooks

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BCP CAPITAL QPF, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BCP General LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven D. Brooks

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BCP AFFILIATES FUND LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BCP Capital Management LLC, its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven D. Brooks

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  BOULDER VENTURES IV,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Andrew
  E. Jones

  
	
   

  	
  Title:  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BOULDER VENTURES IV
  (ANNEX), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Andrew
  E. Jones

  
	
   

  	
  Title:  General
  Partner

  
					



 





















 


	
   

  	
  NAS PARTNERS I L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nassau Capital LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Randall A. Hack

  
	
   

  	
  Title:  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NASSAU CAPITAL PARTNERS IV L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nassau Capital LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Randall A. Hack

  
	
   

  	
  Title:  Managing Member

  
					



 





















 


	
   

  	
  BNP EUROPE TELECOM & MEDIA FUND II, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Shawna Morehouse & Martin Laidlaw

  
	
   

  	
  Title: Authorized Signatories

  
	
   

  	
  By: General Business, Finance and
  Investment Ltd., its General

  Partner and By: Commerce Advisory Services Ltd, as Director and

  Partnership Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIO VIE DEVELOPPEMENT 3, FCPR

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Bernard d’Hotelans

  
	
   

  	
  Title: Directeur Associe

  



 





















 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David Schaeffer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SCHAEFFER DESCENDENTS TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Ruth Schaeffer

  



 





















 


	
   

  	
  UFO COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Jay Ferguson

  
	
   

  	
  Title: Chairman

  



 





















 


	
   

  	
  PALADIN CAPITAL PARTNERS FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Paladin General Holdings, LLC

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Frank J. Hanna, Jr.

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDWIDE INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  By: Worldwide Assets, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Frank J. Hannah, Jr.

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  2001 PENN. AVE. INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Michael R. Steed

  
	
   

  	
  Title: President

  
								



 





















 


	
   

  	
  KLINE HAWKES PACIFIC, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Kline Hawkes Pacific Advisors, LLC,

  
	
   

  	
               its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: Jay Ferguson

  
	
   

  	
  Title: Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KLINE
  HAWKES PACIFIC FRIENDS FUND, LLC

  
	
   

  	
   

  
	
   

  	
  By: Kline Hawkes Pacific Advisors, LLC,

  
	
   

  	
    its
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Jay Ferguson

  
	
   

  	
  Title: Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BROADMARK CAPITAL, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Joseph L. Schocken

  
	
   

  	
  Title: President

  
							



 





















 


	
   

  	
  GLOBAL ACCESS TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: John E. Jones

  
	
   

  	
  Title: Vice President

  



 





















 


	
   

  	
  COLUMBIA VENTURES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Kenneth D. Peterson, Jr.

  
	
   

  	
  Title: Chief Executive
  Officer

  



 





















 


	
   

  	
  CISCO SYSTEMS CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


Schedule I


 


[TO BE UPDATED]


 


 


	
  Cisco Systems Capital Corporation

  	
   

  	
   

  
	
  David Schaeffer

  	
   

  	
   

  
	
  Ruth E. Schaeffer, Trustee of the Schaeffer
  Descendents Trust

  	
   

  	
   

  
	
  Denise Shen

  	
   

  	
   

  
	
  Barry Morris

  	
   

  	
   

  
	
  Scott Welker

  	
   

  	
   

  
	
  Edward Lu

  	
   

  	
   

  
	
  Bradley Griggs

  	
   

  	
   

  
	
  Scott Stewart

  	
   

  	
   

  
	
  Thaddeus Weed

  	
   

  	
   

  
	
  C Blair Partners, LP C.

  	
   

  	
   

  
	
  Blair Partners II, LP

  	
   

  	
   

  
	
  C. Blair Fund, Ltd.

  	
   

  	
   

  
	
  BNP Europe Telecom & Media Fund II, LP

  	
   

  	
  c/o CIBC Financial Center

  11 Dr. Roy’s Drive, 3rd Floor

  P.O. Box 694 GT

  Grand Cayman

  Cayman Islands, B.W.I.

  
	
  Natio vie Developpement
  3, FCPR

  	
   

  	
  BNP Private Equity

  32, boulevard Haussman

  75009 Paris

  France

  
	
  Jerusalem Venture Partners III (Israel), L.P.

  Jerusalem Venture Partners IV (Israel), L.P.

  	
   

  	
  Jerusalem Technology Park

  Building One

  Mahla, Jerusalem 91847

  Attn: Erel Margalit

  
	
  Jerusalem Venture Partners III, L.P.

  Jerusalem Venture Partners Entrepreneurs Fund III, L.P. Jerusalem Venture
  Partners IV, L.P.

  Jerusalem Venture Partners IV-A, L.P.

  Jerusalem Venture Partners Entrepreneurs Fund IV, L.P.

  	
   

  	
  666 Fifth Avenue

  Suite 195

  New York, NY 10103

  
	
  Oak Investment Partners IX, LP

  Oak IX Affiliates Fund, LP

  Oak IX Affiliates Fund-A, LP

  	
   

  	
  One Gorham Island

  Westport, CT 06880

  Attn: Ed Glassmeyer

  
	
  Worldview Technology Partners III, LP

  Worldview Technology International III, LP

  Worldview Strategic Partners III, LP

  Worldview III Carrier Fund, LP

  	
   

  	
  435 Tasso Street #120

  Palo Alto, CA 94301

  



 





















 


	
  Boulder Ventures IV, LP

  Boulder Ventures IV (Annex), LP

  	
   

  	
  4750 Owings Mills Blvd.

  Owings Mills, MD 21117

  Attn: Andy Jones

  
	
  Nassau Capital Partners IV, LP

  NAS Partners I, LLC

  	
   

  	
  Capstone Capitl L.L.C.

  4700 Province Line Road

  Princeton, NJ 08540

  Attn: Randall A. Hack

  
	
  BCP Capital, L.P.

  BCP Capital QPF, L.P.

  BCP Affiliates Fund Llc

  	
   

  	
  BCP Capital Management LLC

  One Maritime Plaza, Suite 2525

  San Francisco, CA 94111

  Attn: David Kapnick

  
	
  Paladin Capital
  Partners Fund, L.P.

  	
   

  	
  2001 Pennsylvania Avenue NW

  Suite 400

  Washington, D.C. 20006

  
	
  Worldwide
  Investments, LLC

  	
   

  	
  Worldwide Investments, LLC

  c/o Worldwide Assets, Inc.

  P.O. Box 27740

  Las Vegas, NV 89126

  
	
  2001 Penn. Ave.
  Investments, LLC

  	
   

  	
  2001 Pennsylvania Avenue, Suite

  400

  Washington, DC 20006

  
	
  Kline Hawkes
  Pacific, L.P.

  	
   

  	
  11726 San Vicente Blvd., Suite 300  

  Los Angeles, CA 90049

  
	
  Kline Hawkes
  Pacific Friends Fund, LLC

  	
   

  	
  11726 San Vicente Blvd., Suite 300

  Los Angeles, CA 90049

  
	
  Broadmark
  Capital

  	
   

  	
  2800 One Union Square

  600 University Street

  Seattle, WA 98101

  
	
  UFO Communications,
  Inc.

  	
   

  	
  60
  Federal St, Suite 304 

  San Francisco, CA
  94107

  
	
  Columbia Venture
  Corporation

  	
   

  	
   

  
	
  Comdisco, Inc.

  	
   

  	
   

  
	
  ACON Venture
  Partners, LP

  	
   

  	
   

  
	
  Clipperbay &
  Co.

  	
   

  	
   

  
	
  Covestco-Venture,
  LLC

  	
   

  	
   

  
	
  2M Technology Ventures, L.P.

  	
   

  	
   

  



 





















 


Schedule
II


 


COGENT COMMUNICATIONS
GROUP, INC.


 


INSTRUMENT OF ACCESSION


 


The undersigned,                                                     ,
as a condition precedent to becoming the owner or holder of record of                                                       
(               )
shares of the                        
Stock, par value $.001 per share, of Cogent Communications Group,
Inc., a Delaware corporation (the “Company”), hereby agrees to become a
Purchaser party to and bound by that certain Seventh Amended and Restated
Registration Rights Agreement dated as of October              ,
2004 by and among the Company and other stockholders of the Company.  This Instrument of Accession shall take
effect and shall become an integral part of the said Seventh Amended and
Restated Registration Rights Agreement immediately upon execution and delivery
to the Company of this Instrument.


 


IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has
been duly executed by or on behalf of the undersigned, as a sealed instrument
under the laws of the State of Delaware, as of the date below written.


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted:

  
	
   

  	
   

  
	
   

  	
  COGENT COMMUNICATIONS GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
     Name:

  	
   

  	
   

  
	
   

  	
     Title: