0001104659-07-021770 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 23rd, 2007 • Cogent Communications Group Inc • Services-prepackaged software • New York

Certain stockholders named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 7,683,888 shares (the “Stock”) of the common stock, par value $0.001 per share (the “Common Stock”) of Cogent Communications Group, Inc. (the “Company”). This is to confirm the agreement (the “Agreement”) concerning the purchase of the Stock from the Selling Stockholders by Deutsche Bank Securities Inc. (the “Underwriter”).

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