Exhibit
10.2


 


COGENT
COMMUNICATIONS GROUP, INC.


 


THIRD
AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


July 31, 2003


 


To each of
the several holders of Series F Preferred Stock (the “Series F Purchasers”),
and Investors Preferred Stock (the “Investors Purchasers,” and together
with the Series F Purchasers, the “Purchasers”):


 


Dear Sirs:


 


This will
confirm that in consideration of the Series F Purchasers agreement to acquire
on the date hereof, subject to the terms and conditions set forth therein,
11,000 shares of Series F Preferred Stock pursuant to the Exchange Agreement
dated June 26, 2003, by and among the Series F Purchasers and the Company (the
“Exchange Agreement”) and as an inducement to the Series F Purchasers to
enter into the Exchange Agreement, and in consideration of the Investors
Purchasers agreement to acquire on the date hereof, subject to the terms and
conditions set forth therein, at least 41,000 shares of Investors Preferred
Stock,  pursuant to the Participating
Convertible Preferred Stock Purchase Agreement dated June 26, 2003, by and
among the Investors Purchasers and the Company (the “Purchase Agreement”)
and as an inducement to the Investors Purchasers to enter into the Purchase
Agreement, 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.


 


“Investors
Preferred Stock” shall mean the Participating Convertible Preferred Stock
of the Company, issued pursuant to the Purchase Agreement, constituted as of
the date of this Agreement.


 

















 


“Preferred
Stock” shall mean the Series F Preferred Stock, and the Investors Preferred
Stock.


 


“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, as constituted 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) the date which is three
years after the date hereof 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,
Series F Preferred Stock or Investors Preferred Stock.  If, and as often as, there is any change in the Common Stock,
Series F Preferred Stock or Investors 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, the Series F Preferred Stock or the Investors 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; 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


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 not be
amended or modified, and no provision hereof may be waived, 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)                                 Upon and after the Closing
(as defined in the Exchange Agreement and the Purchase Agreement), this
Agreement shall amend and restate in its entirety the Second Amended
Registration Rights Agreement, dated March 6, 2003, 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:

  	
  /s/David Schaeffer

  
	
   

  	
  By:

  	
  David Schaeffer

  
	
   

  	
  Its:

  	
  President and Chief Executive Officer

  
				



 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OAK
  INVESTMENT PARTNERS IX, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak Associates
  IX, LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Edward Glassmeyer

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
  OAK IX
  AFFILIATES FUND, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak IX
  Affiliates, LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Edward Glassmeyer

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
  OAK IX
  AFFILIATES FUND-A, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oak
  Associates IX, LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Edward Glassmeyer

  
	
   

  	
  Name: Edward Glassmeyer

  
	
   

  	
  Title: Managing Member

  
				



 

















 


[Signature Page to Registration Rights Agreement -
Continued]


 


	
   

  	
  JERUSALEM
  VENTURE PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Partners III, L.P.,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Venture Partners Corporation,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  JERUSALEM
  VENTURE PARTNERS III (ISRAEL), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Venture Partners III

  (Israel) Management Company Ltd.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  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:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 

















 


	
   

  	
  JERUSALEM
  VENTURE PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Partners IV, L.P.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JVP Corp
  IV, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 

















 


	
   

  	
  JERUSALEM
  VENTURE PARTNERS IV-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Partners IV, L.P., its

  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JVP Corp
  IV, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JERUSALEM
  VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jerusalem
  Partners IV, L.P.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JVP Corp
  IV,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Erel Margalit

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 

















 


	
  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:

  	
  Worldview
  Equity I, L.L.C.,

  its General Partner

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
  By:

  	
  /s/James N. Strawbridge

  	
   

  	
   

  
	 
	
   

  	
  Name:
  James N. Strawbridge

  	
   

  
	 
	
   

  	
  Title:
  Attorney-in-fact for James Wei

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
  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:

  	
  Worldview
  Equity I, L.L.C.,

  its General Partner

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
  By:

  	
  /s/James N. Strawbridge

  	
   

  	
   

  
	 
	
   

  	
  Name:
  James N. Strawbridge

  	
   

  
	 
	
   

  	
  Title:
  Attorney-in-fact for James Wei

  	
   

  
							



 

















 


	
   

  	
  BROADVIEW
  CAPITAL PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Broadview
  Capital Partners

  Management LLC, its General

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Stephen J. Bachman

  
	
   

  	
  Name: Stephen J. Bachmann

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  BROADVIEW
  CAPITAL PARTNERS QUALIFIED PURCHASER FUND L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Broadview
  Capital Partners

  Management LLC, its General

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Stephen J. Bachman

  
	
   

  	
  Name: Stephen J. Bachmann

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  BROADVIEW
  CAPITAL PARTNERS AFFILIATES FUND LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Broadview
  Capital LLC,

  its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Stephen J. Bachman

  
	
   

  	
  Name: Stephen J. Bachmann

  Title: Managing Director

  
				



 

















 


	
   

  	
  BOULDER
  VENTURES III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Andrew E.
  Jones

  
	
   

  	
  Name: Andrew E. Jones

  Title: General Partner

  
	
   

  	
   

  
	
   

  	
  BOULDER
  VENTURES III (ANNEX), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Andrew E.
  Jones

  
	
   

  	
  Name: Andrew E. Jones

  Title: General Partner

  



 

















 


	
   

  	
  NAS
  PARTNERS I L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Randall A. Hack

  
	
   

  	
  Name: Randall A. Hack

  Title: Sr. Managing Partner

  
	
   

  	
   

  
	
   

  	
  NASSAU
  CAPITAL PARTNERS IV L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nassau
  Capital LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Randall A. Hack

  
	
   

  	
  Name: Randall A. Hack

  Title: Sr. Managing Partner

  
				



 

















 


	
   

  	
  CISCO
  SYSTEMS CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/D.A. Rogan

  
	
   

  	
  Name: David A. Rogan

  
	
   

  	
  Title: President, Cisco Capital

  



 

















 


	
   

  	
  APPLEGREEN
  CAPITAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Brian Rich

  
	
   

  	
  Name:  Brian Rich

  
	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Bradley P. Griggs

  
	
   

  	
  Bradley
  P. Griggs, Trustee of the Griggs

  
	
   

  	
  Family
  Trust, dated 4/16/97

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Gordon P. Griggs, Trustee

  
	
   

  	
  Gordon P.
  Griggs, Trustee, Declaration of Trust of

  Gordon P. Griggs, u/a dated 08/01/80

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Behdad Eghbali

  
	
   

  	
  Behdad
  Eghbali