Exhibit
4.3


Cogent
Communications Group, Inc.


1.00 %
Convertible Senior Notes due 2027


Registration
Rights Agreement


	
  

  	
  June 11, 2007

  



 


Ladies and Gentlemen:


Cogent
Communications Group, Inc., a Delaware corporation (the “Company”), proposes to
issue and sell to the Initial Purchasers (as defined herein) upon the terms set
forth in the Purchase Agreement (as defined herein) its 1.00% Convertible Senior
Notes due 2027 (the “Securities”).  As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company (and, for the purposes of Section 5 only, Cogent
Communications, Inc., a Delaware corporation (the “Principal
Subsidiary”) agrees with the Initial Purchasers for the benefit of
Holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:


1.             Definitions.


(a)           Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Purchase
Agreement.  As used in this Agreement,
the following defined terms shall have the following meanings:


“Affiliate”
of any specified person means any other person which, directly or indirectly,
is in control of, is con­trolled by, or is under common control with such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


“Closing Date”
means the Closing Date as defined in the Purchase Agreement.


“Commission”
means the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


“Common Stock”
means the Company’s common stock, par value $.001 per share together with any
associated preferred share purchase rights.


“DTC” means
The Depository Trust Company.


“Effective Date”
has the meaning assigned thereto in Section 2(b)(i) hereof.











“Effective Time” means
the time at which the Commission declares the Shelf Registration Statement
effec­tive under the Securities Act or at which the Shelf Registration
Statement otherwise becomes effective under the Securities Act.


“Effectiveness Period”
has the meaning assigned thereto in Section 2(b)(i) hereof.


“Electing Holder”
has the meaning assigned thereto in Section 3(a)(iii) hereof.


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


“Holder”
means any person that is the record owner of Registrable Securities (and
includes any person that has a beneficial interest in any Registrable Security
in book-entry form).


“Indenture” means
the Indenture, dated as of June 11, 2007 between the Company and Wells Fargo
Bank, N.A., as trustee (the “Trustee”), as amended
and supplemented from time to time in accordance with its terms.


“Managing Underwriters” means
the investment banker or investment bankers and manager or managers that shall
administer an underwritten offering, if any, conducted pursuant to Section 6
hereof.


“NASD Rules”
means the Rules of the National Association of Securities Dealers, Inc., as
amended from time to time.


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Appendix A hereto.


The
term “person” means an individual, partnership,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.


“Prospectus”
means the prospectus (including, without limitation, any preliminary
prospectus, any final prospectus and any prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A or Rule 430B under the Securities
Act) included in the Shelf Registration Statement, as amended or supplemented
by any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Shelf Registration
Statement and by all other amendments and supplements to such prospectus,
including all material incorporated by reference in such prospectus and all
documents filed after the date of such prospectus by the Company under the
Exchange Act and incorporated by reference therein.


“Purchase Agreement”
means the purchase agreement, dated June 6, 2007, between the Initial
Purchasers and the Company relating to the Securities.


“Initial Purchasers” means
the Initial Purchasers named in to the Purchase Agreement.


“Registrable Securities”
means all or any portion of the Securities issued from time to time under the
Indenture in registered form and the shares of Common Stock issuable upon
conversion, repurchase or redemption of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.


“Registration Default”
has the meaning assigned thereto in Section 7(a) hereof.











“Restricted Security”
means any Security or share of Common Stock issuable upon conversion thereof
except any such Security or share of Common Stock that (i) has been
effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k)
of such Rule 144 (or any successor provision thereto) or (iii) has
otherwise been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the Securities Act has been delivered by
or on behalf of the Company in accordance with the Indenture.


“Rules and Regulations”
means the published rules and regulations of the Commission promulgated under
the Securities Act or the Exchange Act, as in effect at any relevant time.


“Securities Act”
means the United States Securities Act of 1933, as amended.


“Shelf Registration”
means a registration effected pursuant to Section 2 hereof.


“Shelf Registration Statement”
means a “shelf” registration statement filed under the Securities Act providing
for the registration of, and the sale on a continuous or delayed basis by the
Holders of, all of the Registrable Securities pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission,
filed by the Company pursuant to the provisions of Section 2 of this
Agreement, including the Prospectus contained therein, any amendments and
supplements to such registration statement, including post-effective
amendments, and all exhibits and all material incorporated by reference in such
registration statement, and including all information deemed to be a part
thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act.


 “Special Interest”
has the meaning assigned thereto in Section 7(a) hereof.


“Suspension Period”
has the meaning assigned thereto in Section 2(c) hereof.


“Trust Indenture Act”
means the Trust Indenture Act of 1939, or any successor thereto, and the rules,
regulations and forms promulgated thereunder, as the same shall be amended from
time to time.


The
term “underwriter” means any underwriter of
Registrable Securities in connection with an offering thereof under a Shelf
Registration Statement.


(b)           Wherever there is a reference in this
Agreement to a percentage of the “principal amount” of Registrable Securities
or to a percentage of Registrable Securities, Common Stock shall be treated as
representing the principal amount of Securities that was surrendered for
conversion or exchange in order to receive such number of shares of Common
Stock.


2.             Shelf Registration.


(a)           The Company shall file, as soon as
practicable after the Closing Date, with the Commission a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the
Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement and,
there­after, shall use its commercially reasonable efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act no
later than 120 calendar days following the Closing Date;  provided,
however, that no Holder shall be
entitled to be named as a selling securityholder











in
the Shelf Registration Statement or to use the Prospectus forming a part
thereof for resales of Registrable Securities unless such Holder is an Electing
Holder.


(b)           The Company shall use its commercially
reasonable efforts:


(i)            to keep the Shelf Registration
Statement con­tinuously effective under the Securities Act in order to permit
the Prospectus forming a part thereof to be usable by Holders until the
earliest of (1) the sale of all outstanding Registrable Securities registered
under the Shelf Registration Statement; (2) the expiration of the period
referred to in Rule 144(k) of the Securities Act with respect to all
Registrable Securities held by Persons that are not Affiliates of the Company;
and (3) two years from the date (the “Effective Date”) such Shelf Registration
Statement is declared effective (such period being referred to herein as the “Effectiveness
Period”);


 (ii)          after
the Effective Time of the Shelf Registration Statement, promptly upon the
request of any Holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such Holder to use
the Prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such Holder as
a selling securityholder in the Shelf Registration Statement; provided, however, that (i) from and after the beginning of
the calendar quarter commencing after the 12-month anniversary of the Closing
Date, the Company will not be required to take any action to include any holder’s
registrable securities more than one time in any calendar quarter and (ii) nothing
in this subparagraph shall relieve such Holder of the obligation to return a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a)(ii) hereof; and


(iii)          if at any time the Securities,
pursuant to the Indenture, are convertible into securities other than Common
Stock, to cause, or to cause any successor under the Indenture to cause, such
securities to be included in the Shelf Registration Statement no later than the
date on which the Securities may then be convertible into such securities.


The
Company shall be deemed not to have used its commercially reasonable efforts to
keep the Shelf Registration Statement effective during the requisite period if
the Company voluntarily takes any action that would result in Holders of
Registrable Securities covered thereby not being able to offer and sell any of
such Registrable Securities during that period, unless such action is (A)
required by applicable law and the Company there­after promptly complies with
the requirements of paragraph 3(j) below or (B) permitted pursuant to Section
2(c) below.


(c)           The Company may suspend the use of
the Prospectus for a period (a “Suspension Period”) not to exceed 90
consecutive days or an aggregate of 120 days in any 12-month period if the
Board of Directors of the Company shall have determined in good faith that
because of valid business reasons (not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of assets,
pending corporate developments, public filings with the Commission and similar
events, it is in the best interests of the Company to suspend such use, and
prior to suspending such use the Company provides the Electing Holders with
written notice of such suspension, which notice need not specify the nature of
the event giving rise to such suspension.


3.             Registration Procedures.  In connection with the Shelf Registration
Statement, the following provisions shall apply:











(a)
          (i)            Not less than 30 calendar days prior to the Effective
Time of the Shelf Registration Statement, the Company shall mail the Notice and
Questionnaire to the Holders of Registrable Securities.  No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement as of the Effective
Time, and no Holder shall be entitled to use the Prospectus forming a part
thereof for resales of Registrable Securities at any time, in each case unless
such Holder has returned a completed and signed Notice and Questionnaire to the
Company prior to the end of a period specified by the Company in such Notice,
which period shall be no shorter than 20 calendar days after the date the
Notice and Questionnaire were mailed.


(ii)           After the Effective Time of the Shelf
Registration Statement, the Company shall, upon the request of any Holder of
Registrable Securities that is not then an Electing Holder (as defined herein),
promptly send a Notice and Questionnaire to such Holder.  Such Holder of Registrable Securities may
thereafter provide the Company with a completed and signed Notice and Questionnaire,
following which the Company will, within 30 days after that date (except as
described below), file a supplement to the Prospectus relating to the Shelf
Registration Statement, or, if required, file a post-effective amendment or a
new Shelf Registration Statement in order to permit resales of such Holder’s
Registrable Securities.  However, if the
Company receives the completed and signed Notice and Questionnaire during a
Suspension Period, or if the Company initiates a Suspension Period within 30 days
after the Company receives the completed and signed Notice and Questionnaire,
then the Company will, except as described below, make the filing within 30
days after the end of the Suspension Period. 
Notwithstanding anything herein to the contrary, in no event will the
Company be required to file more than one supplement to the Prospectus per
30-day period in order to name as a selling securityholder any Holder that has
provided the Company with a completed and signed Notice and Questionnaire after
the fifth business day before the date the initial Shelf Registration becomes
effective.  If the Company files a
post-effective amendment or a new Shelf Registration Statement, then the
Company will use reasonable efforts to cause the post-effective amendment or
new Shelf Registration Statement to become effective under the Securities Act
as promptly as practicable, but in any event by the 90th day after this
Agreement requires the Company to file the post-effective amendment or new Shelf
Registration Statement.  However, if a
post-effective amendment or a new Shelf Registration Statement is required in
order to permit resales by Holders seeking to include Registrable Securities in
the Shelf Registration statement after the effectiveness of the original Shelf
Registration Statement, the Company will not be required to file more than one
post-effective amendment or new Shelf Registration Statement for such purpose
in any 90-day period.


(iii)          The term “Electing Holder” shall mean
any Holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or
Section 3(a)(ii) hereof.


(b)           The Company shall furnish to each
Electing Holder, prior to the Effective Time, a copy of the Shelf Registration
Statement initially filed with the Commission, and shall furnish to such
Holders, prior to the filing thereof with the Commission, copies of each
amendment thereto and each amend­ment or supplement, if any, to the Prospectus
included therein, and shall use its best efforts to reflect in each such docu­ment,
at the Effective Time or when so filed with the Commis­sion, as the case may
be, such  comments as such Holders and
their respective counsel reasonably may propose.











(c)           The Company shall promptly take such
action as may be necessary so that (i) each of the Shelf Registration Statement
and any amendment thereto and the Prospectus forming a part thereof and any
amendment or supplement thereto (and each report or other docu­ment
incorporated therein by reference in each case) complies in all material
respects with the Securities Act and the Exchange Act and the respective Rules
and Regulations thereunder, (ii) each of the Shelf Registration Statement and
any amendment thereto does not, when it becomes effective, contain 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 and
(iii) each of the Prospectus forming a part of the Shelf Registration
Statement, and any amendment or supplement to such Prospectus, does not at any
time during the Effectiveness Period include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


(d)             The Company shall promptly
advise each Electing Holder and the Trustee, and shall confirm such advice
in writing if so requested by any such Electing Holder or the Trustee:


(i)            when a Shelf Registration Statement
and any amendment thereto has been filed with the Commission and when a Shelf
Registration State­ment or any post-effective amendment thereto has become
effective;


(ii)           of any request by the Commission for
amendments or supplements to the Shelf Registra­tion Statement or the
Prospectus included therein or for additional information;


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Shelf Registration Statement
or the initiation of any proceedings for such purpose;


(iv)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included in the Shelf Registration Statement for sale in any
jurisdiction or the initi­a­tion of any proceeding for such purpose; and


(v)           of the occurrence of any event or the
existence of any state of facts that requires the making of any changes in the
Shelf Registra­tion Statement or the Prospectus included therein so that, as of
such date, such Shelf Registration Statement and Prospectus do not contain an
untrue statement of a material fact and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circum­stances under which they
were made) not misleading (which advice shall be accompanied by an instruc­tion
to such Holders to suspend the use of the Prospectus until the requisite
changes have been made).


(e)           The Company shall use its reasonable
efforts to prevent the issuance, and if issued to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement.


(f)            The Company shall furnish to each
Electing Holder, with­out charge, at least one copy of the Shelf Registra­tion
Statement and all post-effective amendments thereto, including financial
statements and schedules, and, if such Electing Holder so requests in writing,
all











reports,
other documents and exhibits that are filed with or incorpor­ated by reference
in the Shelf Registration Statement.


(g)           The Company shall, during the
Effectiveness Period, deliver to each Electing Holder, without charge, as many
copies of the Prospectus (including each prelim­inary Prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as
such Electing Holder may reasonably request; and the Company consents (except
during a Suspension Period or during the continuance of any event or the
existence of any state of facts described in Section 3(d)(v) above) to the use
of the Prospec­tus and any amend­ment or supplement thereto by each of the
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by the Prospectus and any amendment or supple­ment thereto
during the Effectiveness Period.


(h)           Prior to any offering of Registrable
Securities pursuant to the Shelf Registration Statement, the Company shall (i)
register or qualify or cooperate with the Electing Holders and their respective
counsel in connection with the registration or quali­fication of such
Registrable Securities for offer and sale under the securities or “blue sky”
laws of such jurisdictions within the United States as any Electing Holder may
reasonably request, (ii) keep such registrations or qualifications in effect
and comply with such laws so as to permit the continuance of offers and sales
in such jurisdictions for so long as may be necessary to enable any Electing
Holder or underwriter, if any, to complete its distribution of Registrable
Securities pursuant to the Shelf Registration Statement, and (iii) take any and
all other actions necessary or advisable to enable the  disposition in such jurisdictions of such
Registrable Securities; provided, however, that in no event shall the Company be obligated to
(A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for
this Sec­tion 3(h) or (B) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof so subject.


(i)            Unless any Registrable Securities
shall be in book-entry only form, the Company shall cooperate with the Electing
Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to the Shelf
Registration Statement, which certificates, if so required by any securities
exchange upon which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders, and which certificates shall be free of any restrictive
legends and in such permitted denominations and registered in such names as
Electing Holders may request in connection with the sale of Registrable
Securities pursuant to the Shelf Registration Statement.


(j)            Upon the occurrence of any event or
the existence of any state of facts contemplated by paragraph 3(d)(v) above,
the C­ompany shall promptly prepare a post-effective amend­ment to any Shelf
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to Initial
Purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  If the Company notifies the Electing Holders of
the occurrence of any event or the existence of any state of facts contemplated
by paragraph 3(d)(v) above, the Electing Holder shall suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made.











(k)           Not later than the Effective Time of
the Shelf Registration Statement, the Company shall provide a CUSIP number for
the Registrable Securi­ties that are debt securities.


(l)            The Company shall use its best
efforts to comply with all applicable Rules and Regulations, and to make
generally available to its securityholders as soon as practicable, but in any
event not later than eighteen months after (i) the effective date (as defined
in Rule 158(c) under the Securities Act) of the Shelf Registration Statement,
(ii) the effective date of each post-effective amendment to the Shelf
Regis­tration Statement, and (iii) the date of each filing by the Company with
the Commission of an Annual Report on Form 10-K that is incor­porated by
reference in the Shelf Registration Statement, an earning statement of the
Company and its sub­sid­iaries complying with Section 11(a) of the
Securities Act and the Rules and Regulations of the Commission thereunder
(including, at the option of the Company, Rule 158).


(m)          Not later than the Effective Time of
the Shelf Registration Statement, the Company shall cause the Indenture to be
qualified under the Trust Indenture Act; in connection with such qualification,
the Company shall cooperate with the Trustee under the Indenture and the
Holders (as defined in the Indenture) to effect such changes to the Indenture
as may be required for such Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and the Company shall execute, and shall use
all reasonable efforts to cause the Trustee to execute, all documents that may
be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in
a timely manner.  In the event that any
such amendment or modification referred to in this Section 3(m) involves
the appointment of a new trustee under the Indenture, the Company shall appoint
a new trustee thereunder pursuant to the applicable provisions of the
Indenture.


(n)           In the event of an underwritten
offering conducted pursuant to Section 6 hereof, the Company shall, if
requested, promptly include or incorporate in a Prospectus supplement or
post-effective amendment to the Shelf Registration Statement such information
as the Managing Underwriters reasonably agree should be included therein and to
which the Company does not reasonably object and shall make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after it is noti­fied of the matters to be included or incorporated
in such Prospectus supplement or post-effective amendment.


(o)           The Company shall enter into such
customary agreements (including an underwriting agreement in customary form in
the event of an underwritten offering conducted pursuant to Section 6 hereof)
and take all other appropriate action in order to expedite and facilitate the
registration and disposition of the Registrable Securities, and in connection
therewith, if an under­writing agreement is entered into, cause the same to
contain indemnification provisions and procedures substantially identical to
those set forth in Section 5 hereof with respect to all parties to be
indemnified pursuant to Section 5 hereof.


(p)           The Company shall:


(i)(A)  make reasonably available for inspection by
the Electing Holders, any underwriter participating in any disposition pursuant
to the Shelf Registration Statement, and any attorney, accountant or other
agent retained by such Electing Holders or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of
the Company and its subsidiaries, and (B) cause the Company’s officers,
directors and employees to supply all information reasonably requested by such
Electing Holders or any such underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in each case, as is customary
for similar due











diligence exam­inations; provided, however, that
all records, information and documents that are designated in writing by the
Company, in good faith, as confidential shall be kept confi­dential by such
Electing Holders and any such underwriter, attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or
required by law, or such records, information or documents become available to
the public generally or through a third party without an accompanying
obligation of confidentiality; and provided further
that, if the foregoing inspection and information gathering would otherwise
disrupt the Company’s conduct of its business, such inspection and information
gathering shall, to the great­est extent possible, be coordinated on behalf of
the Electing Holders and the other parties entitled thereto by one counsel
designated by and on behalf of the Electing Holders and other parties;


(ii)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, make such repre­sen­tations
and warranties to the Electing Holders participating in such underwritten
offering and to the Managing Underwriters, in form, substance and scope as are
customarily made by the Company to underwriters in primary underwritten
offerings of equity and convertible debt securities and cov­ering matters
including, but not limited to, those set forth in the Purchase Agreement;


(iii)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain opinions of
counsel to the Company (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters) addressed
to each Electing Holder participating in such under­written offering and the
underwriters, covering such matters as are customarily covered in opinions
requested in primary under­written offerings of equity and convertible debt
securities and such other matters as may be reasonably requested by such
Electing Holders and underwriters (it being agreed that the matters to be
covered by such opinions shall include, without limitation, as of the date of
the opinion and as of the Effective Time of the Shelf Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from the Shelf Registration Statement and the Prospectus, including the
documents incorporated by reference therein, of an untrue statement of a material
fact or the omission of a material fact required to be stated therein or
necessary to make the state­ments therein not misleading);


(iv)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain “cold comfort”
letters and updates thereof from the independent public accountants of the
Company (and, if necessary, from the independent pub­lic accountants of any
subsidiary of the Company or of any business acquired by the C­ompany for which
financial statements and finan­cial data are, or are required to be, included
in the Shelf Registration Statement), addressed to each Electing Holder
participating in such underwritten offering (if such Electing Holder has
provided such letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed) and the underwriters, in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with primary under­written offerings;


(v)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, deliver such documents
and certificates as may be reasonably requested by any Electing Holders
participating in such underwritten offering and the Managing Underwriters, if
any, including, without limitation, certificates to evidence











compliance with Section 3(j) hereof
and with any conditions contained in the underwriting agreement or other
agreements entered into by the Company; and


(vi)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, participate in any investor
presentations (including customary “Road Show” presentations) as reasonably
requested by the Managing Underwriter.


(q)           The Company will use its commercially
reasonable efforts to cause the Common Stock issuable upon conversion of the
Securities to be quoted on the Nasdaq Global Market.  However, if the Company’s Common Stock is not
then quoted on the Nasdaq Global Market, the Company will use its commercially
reasonable efforts to cause the Common Stock to be quoted or listed on
whichever market or exchange its Common Stock is then primarily traded, upon
the Effective Time of the Shelf Registration State­ment hereunder.


(r)            In the event that any broker-dealer
registered under the Exchange Act shall be an “affiliate” (as defined in
Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto)) of
the Company or has a “conflict of interest” (as defined in Rule 2720(b)(7)
of the NASD Rules (or any successor provision thereto)) and such broker-dealer
shall underwrite, participate as a member of an underwriting syndicate or
selling group or assist in the distribution of any Registrable Securities
covered by the Shelf Registration Statement, whether as a Holder of such
Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company shall assist
such broker-dealer in complying with the requirements of the NASD Rules,
including, without limitation, by (A) engaging a “qualified independent
underwriter” (as defined in Rule 2720(b)(15) of the NASD Rules (or any
successor provision thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and to recommend the public
offering price of such Registrable Securities, (B) indemnifying such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 5 hereof, and (C) providing such information to such broker-dealer
as may be required in order for such broker-dealer to comply with the
requirements of the NASD Rules.


(s)           The Company shall use its reasonable
efforts to take all other steps necessary to effect the registration, offering
and sale of the Registrable Securities covered by the Shelf Registra­tion
Statement contem­plated hereby.


4.             Registration Expenses.  Except as otherwise provided in Section 3,
the Company shall bear all fees and expenses incurred in connection with the performance
of its obligations hereof and shall bear or reimburse the Electing Holders for
the reasonable fees and disbursements of a single counsel selected by a
plurality of all Electing Holders who own an aggregate of not less than 33 1/3%
of the Registrable Securities covered by the Shelf Registration Statement to
act as counsel, which shall initially be Winston & Strawn LLP, 35 West
Wacker Drive, Chicago, Illinois, 60601, Attention:  James J. Junewicz or other counsel,  therefore in connection therewith.  Each Electing Holder shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Electing Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.











5.             Indemnification and
Contribution.


(a)           Indemnification by the
Company and Principal Subsidiary. Upon the registration of the
Registrable Securities pursuant to Section 2 hereof, the Company and the
Principal Subsidiary shall  indemnify and hold harmless each Electing
Holder and each underwriter, selling agent or other securities professional, if
any, which facilitates the disposition of Registrable Securities, and each of
their respective officers and directors and each person who controls such
Electing Holder, underwriter, selling agent or other securities professional
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (each such person being sometimes referred to as an “Indemnified
Person”) against any losses, claims, damages or liabilities, joint or several,
to which such Indemnified Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Shelf Registration
Statement under which such Registrable Securities are to be registered under
the Securities Act, or any Prospectus contained therein or furnished by the
Company to any Indemnified Person, or any amendment or supplement thereto, 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 the Company and the Principal Subsidiary
hereby agrees to reimburse such Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that neither
the Company nor the Principal Subsidiary shall be liable to any such
Indemnified Person in any such case 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 such Shelf
Registration Statement or Prospectus, or amendment or supplement, in reliance
upon and in conformity with written information furnished to the Company by
such Indemnified Person expressly for use therein.


(b)           Indemnification by the
Electing Holders and any Agents and Underwriters.  Each Electing Holder agrees, as a consequence
of the inclusion of any of such Electing Holder’s Registrable Securities in
such Shelf Registration Statement, and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities shall agree, as a consequence of facilitating such
disposition of Registrable Securities, severally and not jointly, to (i) indemnify
and hold harmless the Company, its directors, officers who sign any Shelf
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any losses, claims, damages or liabilities to which the
Company or such other persons may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such Shelf
Registration Statement or Prospectus, or any amendment or supplement, 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, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Electing Holder, underwriter, selling agent or other
securities professional expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.


(c)           Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this











Section
5, notify such indemnifying party in writing of the commencement thereof; but
the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by subsection (a) or (b)
above.  In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be
liable to such indemnified party under this Section 5 for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.


(d)           Contribution.  If the indemnification provided for in this
Section 5 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, selling agents or other securities
professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations re­ferred to in this Section 5(d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemni­fied party in
connection with investigating or defending any such action or claim.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
obligations of the Electing Holders and any underwriters, selling agents or
other securities professionals in this Section 5(d) to contribute shall be
several in proportion to the percentage of principal amount or number of
shares, as applicable, of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.











(e)           Notwithstanding any other provision
of this Section 5, in no event will any (i) Electing Holder be required to
undertake liability to any person under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from
the sale of such Holder’s Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any Shelf
Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter, selling agent or
other securities professional be required to undertake liability to any person
hereunder for any amounts in excess of the discount, commission or other
compensation payable to such underwriter, selling agent or other securities
professional with respect to the Registrable Securities underwritten by it and
distributed to the public.


(f)            The obligations of the Company under
this Section 5 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 5 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company.  The remedies provided in this Section 5
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.


6.             Underwritten Offering.  Any Holder of Registrable Securities who
desires to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided
that  (i) the Electing Holders of at
least 33-1/3% in aggregate principal amount of the Registrable Securities then
covered by the Shelf Registration Statement shall request such an offering and
(ii) at least such aggregate principal amount of such Registrable Securities
shall be included in such offering; and provided further
that the Company shall not be obligated to cooperate with more than one
underwritten offering during the Effectiveness Period.  Upon receipt of such a request, the Company
shall provide all Holders of Registrable Securities written notice of the request,
which notice shall inform such Holders that they have the opportunity to
participate in the offering.  In any such
under­written offering, the investment banker or bankers and manager or
managers that will administer the offering will be selected by, and the
underwriting arrangements with respect thereto (including the size of the
offering) will be approved by, the holders of a majority of the Registrable
Securities to be included in such offering; provided, however, that such investment bankers and managers and
underwriting arrangements must be reasonably satisfactory to the Company.  No Holder may participate in any underwritten
offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s
Registrable Securities to be included in the underwritten offering in accordance
with any approved underwriting arrangements, (b) such Holder completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such approved underwriting arrangements, and (c) if such Holder is not
then an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within
a reasonable amount of time before such underwritten offering.  The Holders participating in any underwritten
offering shall be responsible for any underwriting discounts and commissions
and fees and, subject to Section 4 hereof, expenses of their own counsel.  The Company shall pay all expenses customarily
borne by issuers in an underwritten offering, including but not limited to
filing fees, the fees and disburse­ments of its counsel and independent public
accountants and any printing expenses incurred in connection with such
underwritten offering.  Notwithstanding
the foregoing or the provisions of Section 3(n) hereof, upon receipt of a
request from the Managing Underwriter or a representative of holders of a
majority of the Registrable Securities to be included in an underwritten
offering to prepare and file an amendment or supplement to the Shelf
Registration Statement and Prospectus in connec­tion with an underwritten
offering, the Company may delay the filing of any such amend­ment or supplement
for up to 90 days if the Board of Directors of the











Company
shall have determined in good faith that the Company has a valid business
reason for such delay.


7.                                      Special Interest.


(a)           If (i) on or prior to the 120th day
following the Closing Date, a Shelf Registration Statement is not declared
effective by the Commission, (ii) the Shelf Registration Statement ceases to be
effective or the Holders are otherwise prevented by the Company from making
sales pursuant to the Shelf Registration Statement for more than 90 consecutive
days or (iii) the Shelf Registration Statement ceases to be effective or the
Holders are otherwise prevented by the Company from making sales pursuant to
the Shelf Registration Statement for more than 120 days, whether or not
consecutive, during any 12-month period (each, a “Registration Default”), the
Company shall be required to pay additional interest (“Special Interest”), from
and including the day following such Registration Default to but excluding the earlier
of the date (i) such Registration Default has been cured and (ii) of the earliest
of (x) the sale of all outstanding Registrable Securities registered under the
Shelf Registration Statement; (y) the expiration of the period referred to in
Rule 144(k) of the Securities Act with respect to all Registrable Securities
held by the Person that are not Affiliates of the Company and (z) two years
from the Effective Date, at a rate per annum equal to an additional one-quarter
of one percent (0.25%) of the principal amount of all outstanding Securities,
to and including the 90th day following such Registration Default and one-half
of one percent (0.50%) thereof from and after, in each case from the 91st such consecutive day or the 121st day of the 12-month period, as applicable.


(b)           Following the cure of a Registration
Default, Special Interest will cease to accrue with respect to that
Registration Default.  In addition, no
Special Interest will accrue after the end of the Effectiveness Period.  However, the Company shall remain liable for
any previously accrued additional Special Interest.


(c)           Any amounts to be paid as Special
Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date (as defined in the Indenture), as applicable, following
the date of such Registration Default. 
Such Special Interest will accrue in respect of the Securities at the
rates set forth in paragraph (a) of this Section 7, on the principal amount of
the Securities.


(d)           Except as provided in
Section 8(b) hereof, the Special Interest as set forth in this Section 7
shall be the exclusive monetary remedy available to the Holders of Registrable
Securities for such Registration Default. In no event shall the Company be
required to pay Special Interest in excess of the applicable maximum amount of
one-half of one percent (0.50%) set forth above, regardless of whether one or
multiple Registration Defaults exist.  In
no event will Special Interest accrue on the Company’s common stock unless the
Notes have been converted, in which case Special Interest will be due to the
Holders as though the Holder had not converted the Notes to common stock.


8.                                       Miscellaneous.


(a)           Other Registration Rights.  The Company may grant registration rights
that would permit any person that is a third party the right to piggy-back
on any Shelf Registration  Statement, provided that if the Managing Underwriter of any
underwritten offering conducted pursuant to Section 6 hereof notifies the
Company and the Electing Holders that the total amount of securities which the
Electing Holders and the holders of such piggy-back rights intend to
include in any Shelf Regis­tration Statement is so large as to materially
threaten the success











of
such offering (including the price at which such securities can be sold), then
the amount, number or kind of securities to be offered for the account of
holders of such piggy-back rights will be reduced to the extent necessary
to reduce the total amount of securities to be included in such offering to the
amount, number and kind recommended by the Man­aging Underwriter prior to any
reduction in the amount of Registrable Securities to be included in such Shelf
Registration Statement.


(b)           Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchasers and the Holders from time
to time may be irreparably harmed by any such failure, and accordingly agree
that the Initial Purchasers and such Holders, in addition to any other remedy
to which they may be entitled at law or in equity and without limiting the
remedies available to the Electing Holders under Section 7 hereof, shall be
entitled to compel specific performance of the obligations of the Company under
this Registration Rights Agreement in accordance with the terms and conditions
of this Registration Rights Agreement, in any court of the United States or any
State thereof having jurisdiction.


(c)           Amendments and Waivers.  This Agreement, including this Section 8(c),
may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by the Company
and the holders of a majority in aggregate principal amount of Registrable Securities
then outstanding.  Each Holder of
Registrable Securities outstanding at the time of any such amendment, waiver or
consent or thereafter shall be bound by any amendment, waiver or consent
effected pursuant to this Section 8(c), whether or not any notice, writing or
marking indicating such amendment, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.


(d)           Notices.  All notices and other communications provided
for or permitted hereunder shall be given as provided in the Indenture.


(e)           Parties in Interest.  The parties to this Agreement intend that all
Holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration
Statement.  All the terms and provisions
of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties
hereto and any Holder from time to time of the Registrable Securities to the
aforesaid extent.  In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.











(h)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


(i)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties hereto shall be enforceable to the fullest extent permitted by law.


(j)            Survival.  The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Holder, any
agent or underwriter, any director, officer or partner of such agent or
underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
Holder.


 


[The
Remainder of this Page Intentionally Left Blank]











Please
confirm that the foregoing correctly sets forth the agreement among the
Company, the Initial Purchasers, and for the purposes of Section 5 only, the
Principal Subsidiary.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  COGENT COMMUNICATIONS GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  For Section 5 only:

  
	
   

  	
   

  
	
   

  	
  COGENT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Accepted as of the date hereof:

  
	
   

  
	
   

  
	
  BEAR, STEARNS & CO.
  INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  UBS SECURITIES LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 











 


	
  Accepted as of the date hereof.

  
	
   

  
	
   

  
	
  RBC CAPITAL MARKETS
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  COWEN AND COMPANY, LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 















Appendix
A


Cogent
Communications Group, Inc.


INSTRUCTION TO          
PARTICIPANTS


(Date of
Mailing)


URGENT -
IMMEDIATE ATTENTION REQUESTED


DEADLINE
FOR RESPONSE:  [DATE]


The
Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in the Cogent Communications Group, Inc.
(the “Company”) 1.00 % Convertible Senior Notes due 2027 (the “Securities”) are
held.


The
Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in
the registration statement, beneficial owners must complete and return the
enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


It
is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to
have the Securities included in the registration statement depend upon their
returning the Notice and Questionnaire by [Deadline for response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Cogent Communications Group, Inc., 1015 31st Street, N.W., Washington, D.C., 20007, Tel.
(202) 295-4200.











COGENT COMMUNICATIONS GROUP, INC.


FORM OF SELLING SECURITYHOLDER
NOTICE AND QUESTIONNAIRE


The undersigned beneficial holder of 1.00% Convertible Senior Notes due
2027 (the “Notes”) of Cogent Communications Group, Inc. (the “Company”) or
common stock par value $0.001 of the Company, issuable on exchange of the Notes
(the “Registrable Securities”), understands that the Company has filed or
intends to file with the Securities and Exchange Commission a registration
statement (the “Shelf Registration Statement”) for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended, of the Registrable
Securities in accordance with the terms of the Registration Rights Agreement
(the “Registration Rights Agreement”), between the Company and the Initial
Purchasers named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Registration Rights Agreement.


Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling Securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions as described
below). Beneficial owners are encouraged to complete, execute and deliver this
Notice and Questionnaire prior to the effectiveness of the Shelf Registration
Statement so that such beneficial owners may be named as selling
Securityholders in the related prospectus at the time of effectiveness. Any beneficial
owner of Registrable Securities wishing to include its Registrable Securities
must deliver to the Company a properly completed and signed Selling
Securityholder Notice and Questionnaire.


Certain legal consequences arise from being named as Selling Securityholders
in the Shelf Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a Selling Securityholder in the Shelf Registration Statement
and the related prospectus.


Notice


The undersigned beneficial owner (the “Selling Securityholder”) of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it
and listed below in Item 3(b) pursuant to) the Shelf Registration Statement.
The undersigned. by signing and returning this Notice and Questionnaire,
understands that it will be bound by the terms and conditions of this Notice
and Questionnaire and the Registration Rights Agreement.


Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Company and each of its directors and
officers and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act and or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), from and against some
losses arising in connection with statements concerning the undersigned made in
the Registration Statement or the related prospectus in reliance upon the
information provided in this Notice and Questionnaire. The undersigned











hereby
provides the following information to the Company and represents and warrants
that such information is accurate and complete:











QUESTIONNAIRE


	
  (1)

  	
  (a)

  	
   

  	
  Full Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Full Legal Name of Registered Holder (if not the
  same as in (a) above) of Registrable Securities Listed in Item (3) Below:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  Full Legal Name of DTC Participant (if applicable
  and if not the same as (b) above) Through Which Registrable Securities Listed
  in Item (3) Below are Held:

  



 


	
  (2)

  	
  Address for Notices to Selling Securityholder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
  Contact Person:

  	
   

  



 


	
  (3)

  	
  Beneficial Ownership of
  Registrable Securities:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Except as set forth below in
  this Item (3), the undersigned Selling Securityholder does not beneficially
  own any Securities or shares of Common Stock.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Principal amount of
  Securities that constitute Registrable Securities (as defined in the
  Registration Rights Agreement) beneficially owned: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CUSIP No(s). of such
  Registrable Securities: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Number of shares of Common
  Stock (if any) that constitute Registrable Securities that were issued upon
  conversion of Registrable Securities:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Principal amount of
  Securities that do not constitute Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CUSIP No(s). of such other
  Securities:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Number of shares of Common
  Stock (if any) that do not constitute Registrable Securities:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  Principal amount of
  Securities that constitute Registrable Securities which the undersigned
  wishes to have included in the Shelf Registration Statement:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CUSIP No(s). of such
  Registrable Securities to be included in the Shelf Registration Statement:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Number of shares of Common
  Stock (if any) that constitute Registrable Securities which the undersigned
  wishes to have included in the Shelf Registration Statement:

  



 











 


	
  (4)

  	
  Beneficial Ownership of
  Other Securities of the Company:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Except as set forth below in
  this Item (4), the undersigned Selling Securityholder is not the beneficial
  or registered owner of any shares of Common Stock or any other securities of
  the Company, other than the Securities and shares of Common Stock listed
  above in Item (3).

  
	
   

  	
   

  
	
   

  	
  State any exceptions here:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (5)

  	
  Relationships with the
  Company:

  
	
   

  	
   

  
	
   

  	
  Except as set forth below,
  neither the Selling Securityholder nor any of its affiliates, officers,
  directors or principal equity holders (5% or more) has held any position or
  office or has had any other material relationship with the Company (or its
  predecessors or affiliates) during the past three years.

  
	
   

  	
   

  
	
   

  	
  State any exceptions here:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (6) 

  	
  Additional ownership
  information:

  
	
   

  	
   

  
	
   

  	
  State the names of any
  persons who exercise sole or shared voting or investment power over the
  Securities or any other securities identified in Items (3) or (4) above that
  the undersigned Selling Securityholder owns, specifying whether such powers
  are sole or shared (See Rule 13d-3 under the Securities Exchange Act of 1934
  for guidance in making this determination):

  
	
   

  	
   

  
	
   

  	
  State the name of the
  general partner, if any, of the undersigned Selling Securityholder:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (7)

  	
  Broker-dealer information:

  
	
   

  	
   

  
	
   

  	
  State whether the
  undersigned Selling Securityholder is a registered broker-dealer:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  If affirmative, state
  whether the Securities (or any shares of Common Stock issued upon conversion
  of Securities) owned were received as compensation for investment banking
  services or were purchased as investment securities:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (8)

  	
  Broker-dealer affiliate
  information:

  
	
   

  	
   

  
	
   

  	
  State whether the
  undersigned Selling Securityholder is an affiliate of a registered
  broker-dealer:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  If affirmative, state
  whether

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  the Securities were
  purchased in the ordinary course of business:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  at the time of the
  purchase of the Securities (or the shares of Common Stock issued upon
  conversion of the Securities) to be resold, the undersigned Selling
  Securityholder

  
					



 











 


	
  

  	
   

  	
  had any agreements or
  understandings, directly or indirectly, with any person to distribute the
  Securities (or such shares of Common Stock):

  



 


	
  (9)

  	
  Short sales and plan of
  distribution:

  
	
   

  	
   

  
	
   

  	
  The Commission has
  published the following guidance in connection with short sales (Telephone
  Interp. A. 65 (July 1997)):

  
	
   

  	
   

  
	
   

  	
  “An issuer filed a Form
  S-3 registration statement for a secondary offering of Common Stock which is
  not yet effective. One of the selling shareholders wanted to do a short sale
  of Common Stock “against the box” and cover the short sale with registered
  shares after the effective date. The issuer was advised that the short sale
  could not be made before the registration statement becomes effective,
  because the shares underlying the short sale are deemed to be sold at the
  time such sale is made. There would, therefore, be a violation of Section 5
  if the shares were effectively sold prior to the effective date.”

  
	
   

  	
   

  
	
   

  	
  The undersigned Selling
  Securityholder represents and agrees that the distribution of Securities and
  shares of Common Stock issued upon conversion of the Securities pursuant to
  the Shelf Registration Statement will conform with this interpretative
  guidance.

  
	
   

  	
   

  
	
   

  	
  State whether the
  undersigned Selling Securityholder has taken short positions in respect of
  shares of the Company’s Common Stock after November 12, 2006 and if so, state
  the date(s) on which such short positions were taken and for each date, the
  number of shares of Common Stock made subject to such short positions.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The undersigned Selling
  Securityholder represents and agrees that short positions taken prior to the
  effective date of the Shelf Registration Statement will only be covered with
  shares of the Company’s Common Stock purchased in the open market and will
  not be covered with shares of the Company’s Common Stock obtained upon
  conversion of the Securities.

  
	
   

  	
   

  
	
  (10)

  	
  Plan of Distribution:

  
	
   

  	
   

  
	
   

  	
  Except as set forth below, the
  undersigned Selling Securityholder intends to distribute the Registrable
  Securities listed above in Item (3) only as follows (if at all): Such
  Registrable Securities may be sold from time to time directly by the
  undersigned Selling Securityholder or, alternatively, through broker-dealers
  or agents. Such Registrable Securities may be sold in one or more transactions
  at fixed prices, at prevailing market prices at the time of sale, at varying
  prices determined at the time of sale, or at negotiated prices. Such sales
  may be effected in transactions (which may involve crosses or block
  transactions) (i) on any national securities exchanges or U.S. quotation
  system of a registered national securities association on which the
  Registrable Securities may be listed or quoted at the time of sale, (ii) in
  the over-the-counter market, (iii) in transactions otherwise than on such
  exchanges or services or in the over-the-counter market, or (iv) through the
  writing of options. In connection with sales of the Registrable Securities or
  otherwise, the Selling Securityholder may enter into hedging transactions
  with broker-dealers, which may in turn engage in short sales of the
  Registrable Securities in the course of hedging the positions they assume.
  The Selling Securityholder may also sell Registrable Securities short and
  deliver Registrable Securities to close out such short positions, or loan or
  pledge Registrable Securities to broker-dealers that in turn may sell such
  securities.

  



 











 


	
  

  	
  State any exceptions here:

  
	
   

  	
   

  
	
   

  	
  Note: In no event may
  such method(s) of distribution take the form of an underwritten offering of
  the Registrable Securities without the prior written agreement of the
  Company.

  



 


ACKNOWLEDGEMENTS


By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
prospectus delivery and other provisions of the Securities Act and the Exchange
Act and the rules and respective regulations thereunder relating to stock
manipulation, particularly Regulation M.


By signing below, the Selling Securityholder agrees that (i) it will only
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus in accordance with the provisions of the Registration Rights
Agreement, and (ii) It will not to sell any Registrable Securities pursuant to
the Shelf Registration Statement without delivering, or causing to be
delivered, a Prospectus to the purchaser thereof.


The Selling Securityholder hereby confirms its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons
set forth therein. Pursuant to the Registration Rights Agreement, the Company
has agreed under certain circumstances to indemnify the Selling Securityholders
against certain liabilities.


In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date
on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the
Registration Rights Agreement.


By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (10)
above and the inclusion of such information in the Shelf Registration Statement
and related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


In accordance with the Selling Securityholder’s obligation under
Section 3(a) of the Registration Rights Agreement to provide information for
inclusion in the Shelf Registration Statement, the Selling Securityholder
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein which may occur subsequent to the date hereof at
any time while the Shelf Registration Statement remains in effect and to
provide other information regarding such Selling Securityholder as the Company
may from time to time reasonably request. All notices and requests hereunder
and pursuant to the Registration Rights Agreement to the Company shall be made
in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:











(i)            To
the Company:


Cogent
Communications Group, Inc.

1015 31st Street, N.W.

Washington, D.C. 20007 

Attention: Chief Legal Officer 

Fax: 202-338-8798


(ii)           With
a copy to:


Latham
& Watkins LLP 

555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004

Attention: David M. McPherson

Fax: 202-637-2201


Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall
be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Notice and Questionnaire shall be governed in all respects by
the laws of the State of New York.











IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


	
  

  	
   

  	
  Beneficial Owner:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
									



 


 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO
THE COMPANY AT THE ADDRESS SPECIFIED ABOVE.















Exhibit 1

to Appendix A


NOTICE
OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Cogent
Communications Group, Inc.


1015
31st Street, N.W.


Washington,
D.C.  20007


Attention:
General Counsel


Attention:
[Insert Trustee Contact]


	
  

  	
  Re:

  	
  Cogent Communications Group, Inc. (the “Company”)

  
	
   

  	
   

  	
    1.00% Convertible Senior Notes due 2027
  (the “Notes”)

  



 


Dear
Sirs:


Please
be advised that                             
has transferred $                 
aggregate principal amount of the above-referenced Notes or shares of the
Company’s common stock, issued upon conversion or repurchase of Notes, pursuant
to an effective Registration Statement on Form S-3 (File No. 333-     )
filed by the Company.


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or common stock is named as a selling securityholder in the Prospectus dated [date], or in amendments or supplements thereto, and that
the aggregate principal amount of the Notes or number of shares of common stock
transferred are [a portion of] the Notes or shares
of common stock listed in such Prospectus as amended or supplemented opposite
such owner’s name.


	
  Dated:

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)