0001047469-04-010013 Sample Contracts

COGENT COMMUNICATIONS GROUP, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT March 30, 2004
Registration Rights Agreement • March 30th, 2004 • Cogent Communications Group Inc • Services-prepackaged software • New York

This will confirm that as a condition to closing under the Merger Agreement (the "Merger Agreement") dated March 30, 2004, by and among Cogent Communications Group, Inc. (the "Company"), the Company's subsidiary DE Merger Sub, Inc. ("Merger Sub") and Symposium Omega, Inc. ("Symposium Omega"), the Company covenants and agrees with each of you as follows:

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COGENT COMMUNICATIONS GROUP, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 30th, 2004 • Cogent Communications Group Inc • Services-prepackaged software • New York

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 30th day of March, 2004 by and among (i) Cogent Communications Group, Inc., a Delaware corporation (the "Company"), (ii) David Schaeffer (the "Founder") and (iii) those persons whose names are set forth under the heading "Purchasers" on Schedule I hereto and any person who later becomes a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the "Purchasers").

AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 30, 2004 AMONG COGENT COMMUNICATIONS GROUP, INC., DE MERGER SUB, INC. AND SYMPOSIUM OMEGA, INC.
Merger Agreement • March 30th, 2004 • Cogent Communications Group Inc • Services-prepackaged software • New York

This AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2004 (this "Agreement"), by and among COGENT COMMUNICATIONS GROUP, INC., a Delaware corporation ("Parent"), DE MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and SYMPOSIUM OMEGA, INC., a Delaware corporation (the "Company").

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