EXHIBIT 7.1
April 16, 1999
Bear, Xxxxxxx & Co. Inc.
CIBC Xxxxxxxxxxx Corp.
First Union Capital Markets Corp.
Friedman, Billings, Xxxxxx & Co., Inc.
Wit Capital Corporation
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: CAIS Internet, Inc.
Dear Sirs:
The undersigned is the beneficial or record owner of securities or rights
to securities (herein referred to as the "Securities"), of CAIS Internet,
Inc., a Delaware corporation (the "Company"). The undersigned understands
that the Company currently intends to file with the Securities and Exchange
Commission a Registration Statement on Form S-1 (the "Registration
Statement"), for the registration of the Company's common stock, which will be
underwritten by a group of underwriters for whom Bear, Xxxxxxx & Co. Inc.
("Bear Xxxxxxx"); CIBC Xxxxxxxxxxx Corp., First Union Capital Markets Corp.,
Friedman, Billings, Ramsay & Co., Inc. and Wit Capital Corporation will act as
representatives.
The undersigned agrees that the undersigned will not, without the prior
consent of Bear Xxxxxxx, directly or indirectly for a period of 180 days from
the date the Registration Statement has been declared effective: (1) offer for
sale, contract to sell, sell, pledge or otherwise dispose of (or enter into
any transaction or device which is designed to, or could be expected to,
result in the disposition by any person at any time in the future of) any
Securities or securities convertible into, exercisable or exchangeable for, or
represent the right to receive, Securities or sell or grant options, rights or
warrants with respect to any Securities or register for sale any outstanding
Securities; or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of such Securities or securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Securities or other securities, in cash or otherwise.
Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the
undersigned's immediate family or (B) a trust or partnership the beneficiaries
and sole partners of which are
members of the undersigned's immediate family and/or the undersigned, shall
not be prohibited by this agreement if the donee or transferee agrees in
writing to be bound by the foregoing in the same manner as it applies to the
undersigned. "Immediate family" shall mean spouse, lineal descendants,
father, mother, brother or sister to the transferor. This agreement shall not
prohibit the exercise of any stock options, except that the Securities
obtained upon any such exercise shall be subject to the limitations on
disposition herein.
Very truly yours,
Xxxxxxx X. Xxxxx, XX By: /s/ Xxxxxxx X. Xxxxx, XX
-------------------------- -----------------------------
Printed Name of Security Holder Name: Xxxxxxx X. Xxxxx, XX
Title: Chief Executive Officer &
Chairman of the Board
