DISCLOSURE COMMITTEE CHARTER

of the Disclosure Committee

of COGENT COMMUNICATIONS HOLDINGS, INC.

Cogent Communications Holdings, Inc. (the "Company") endeavors to ensure that accurate and complete information regarding the Company and its operations and financial performance is provided to shareholders and the investment community in a timely manner, in a clear, concise and understandable format and in full compliance with the requirements of applicable securities laws. In order to accomplish this goal and to assist the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") to discharge their responsibilities in certifying as to the Company's periodic reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company has established a Disclosure Committee with the following purpose, members and responsibilities:

I. Purpose

The purpose of the committee is to review the Company's filings with the SEC, including its annual and quarterly Exchange Act reports, prior to the Company filing them with the SEC to assess the quality of the disclosures made in the reports.

II. Membership

The members of the Disclosure Committee shall include the CEO, the President and COO, the CFO, the chief legal officer, and all vice presidents. The CEO shall serve as Chair of the Committee.

III. Responsibilities of the Committee

1. The Disclosure Committee shall meet prior to the filing of each of the Company's annual and quarterly Exchange Act reports, as necessary from time to time to evaluate the necessity of making public disclosures, and otherwise as it determines.

The Disclosure Committee shall review each annual and quarterly Exchange Act report prior to the Company filing it with the SEC to assess the quality of the disclosures made in the report, including but not limited to, whether the report is accurate and complete in all material respects.