0000909518-06-000625 Sample Contracts

LEHMAN BROTHERS INC. BEAR, STEARNS & CO. INC. As Representatives of the several Underwriters, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
Letter Agreement • June 16th, 2006 • Cogent Communications Group Inc • Services-prepackaged software

The undersigned understands that you and certain other firms (the "UNDERWRITERS") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") providing for the purchase by the Underwriters of shares (the "SHARES") of Common Stock, par value $0.001 per share (the "COMMON STOCK"), of Cogent Communications Group, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to reoffer the Shares to the public (the "OFFERING").

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LEHMAN BROTHERS INC. BEAR, STEARNS & CO. INC. As Representatives of the several Underwriters, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
Letter Agreement • June 16th, 2006 • Cogent Communications Group Inc • Services-prepackaged software

The undersigned understands that you and certain other firms (the "UNDERWRITERS") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") providing for the purchase by the Underwriters of shares (the "SHARES") of Common Stock, par value $0.001 per share (the "COMMON STOCK"), of Cogent Communications Group, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to reoffer the Shares to the public (the "OFFERING").

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