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Exhibit 11
AGREEMENT
Reference is made to the Warrant Agreement, dated as of
October 25, 2000 (the "Warrant Agreement"), among Cais Internet, Inc. (the
"Company"), CII Ventures II LLC ("CII"), Ulysses G. Auger II and R. Theodore
Ammon. In connection with the issuance of warrants to purchase common stock, par
value $.01 per share, of the Company pursuant to the Warrant Agreement, the
Company hereby agrees to take all action necessary to the extent permitted by
law (including obtaining the agreement of the holder of the Series C Convertible
Preferred Stock that the action described in clause (i) will not constitute a
"Mandatory Redemption Event" under the terms of the Series C Convertible
Preferred Stock) to: (i) increase the size of the Board of Directors ("Board")
of the Company to nine (9) directors and to elect one designee of CII to the
Board and (ii) cooperate with CII and CII Ventures LLC to enter into any
amendments to the Stockholders Agreement, dated as of February 9, 2000, among
the Company, CII Ventures LLC and certain other stockholders of the Company and
the Voting Agreement, dated as of December 20, 1999, among the Company, CII
Ventures LLC and certain stockholders of the Company necessary to provide the
benefit of the provisions of such agreements to CII with respect to the designee
of CII, including using its best efforts to cause each of the stockholders party
thereto to execute any such amendments.
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2
IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of October 25, 2000.
CAIS INTERNET, INC.
By: /s/ William M. Caldwell IV
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Name: William M. Caldwell IV
Title: President
