Exhibit 10.03
CONVERSION AND LOCK-UP LETTER
AGREEMENT
February 9, 2005
Cogent Communications Group, Inc.
1015 31 st Street, N.W.
Washington, DC 20007
Re:
COGENT COMMUNICATIONS GROUP
INC.
Ladies and Gentlemen:
THIS CONVERSION AND LOCK-UP LETTER
AGREEMENT (this “ Agreement ”) is made as of the
9 th day of February, 2005 by and among (i) Cogent
Communications Group, Inc., a Delaware corporation (the “
Company ”), (ii) Dave Schaeffer, the
Company’s President and Chief Executive Officer (“
Schaeffer ”), and (iii) The Schaeffer Descendents
Trust.
The Company understands that
Schaeffer and The Schaeffer Descendents Trust (together, the
“ Stockholders ”) propose to convert all shares
of their preferred stock of the Company into shares of the
Company’s common stock, par value $.001 per share (the
“ Common Stock ”) and with respect to such
shares of preferred stock that are converted into shares of Common
Stock and any other shares of Common Stock now or hereafter
beneficially owned by the Stockholders, the Stockholders hereby
irrevocably agree as follows:
(i)
that the Stockholders will not,
without the unanimous prior written consent of the Company and the
stockholders named on Schedule I hereto, directly or
indirectly, during a period of at least one hundred eighty (180)
days from the date of this Agreement (the “ Lock-Up
Period ”), issue, sell, offer or agree to sell, grant any
option for the sale of, pledge, make any short sale or maintain any
short position, establish or maintain a “put equivalent
position” (within the meaning of Rule 16-a-1(h) under the
Securities Exchange Act of 1934, as amended (“ The Act
”) enter into any swap, derivative transaction or other
arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of the Common Stock (whether
any such transaction is to be settled by delivery of Common Stock,
other securities, cash or other consideration) or otherwise dispose
of, any Common Stock (or any securities convertible into,
exercisable for or exchangeable for Common Stock) or interest
therein of the Company; and
(ii)
that the Stockholders authorize
th
