0001104659-06-074419 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2006 • 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 7,000,000 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 RBC Capital Markets Corporation (the “Underwriter”).

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