0001193125-05-032083 Sample Contracts

No. 2 STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of Cogent Communications Group, Inc. (the “Company”)
Cisco Systems Capital CORP • February 17th, 2005 • Services-prepackaged software • Delaware

THIS CERTIFIES THAT for value received, CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, or its registered assigns (hereinafter called the “Holder”), is entitled to purchase from the Company, at any time during the Term of this Warrant, One Million Four Hundred Eighty-Five Thousand (1,485,000) shares of common stock, .001 par value, of the Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. This Warrant may be exercised in whole or in part.

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 17th, 2005 • Cisco Systems Capital CORP • Services-prepackaged software

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement.

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