EXHIBIT 2
November 12, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
SALOMON BROTHERS INC.
BEAR, XXXXXXX & CO. INC.
XXXXXXX, XXXXX & CO.
XXXXXXX XXXXX INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
BEAR, XXXXXXX INTERNATIONAL LIMITED
XXXXXXX XXXXX INTERNATIONAL
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreements
North Tower
World Financial Center
New York, New York 10281
Re: Proposed Public Offering by Teligent, Inc.
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Dear Sirs:
The undersigned, understands that Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), Xxxxxxx
Xxxxxxxx Inc, Bear, Xxxxxxx & Co., Inc. and Xxxxxxx, Xxxxx & Co.
Propose to enter into a U.S. Purchase Agreement and Xxxxxxx Xxxxx
International, Salomon Brothers International Limited, Bear, Xxxxxxx
International Limited and Xxxxxxx Xxxxx International propose to enter
into an International Purchase Agreement (together, the "Purchase
Agreements") with Teligent, Inc., a Delaware corporation (the
"Company") providing for the public offering of shares (the
"Securities") of the Company's Class A Common Stock, par value $.01
per share.
In recognition of the benefit that such an offering will confer
upon the undersigned and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase
Agreements that, during a period of 180 days from the date of the
Purchase Agreements, the undersigned will not, without the prior
written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any
shares of common stock of the Company or any securities convertible
into or exchangeable or exercisable for common stock of the Company,
whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power
of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the
foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of any common stock
of the Company, whether such swap or transaction is to be settled by
delivery of common stock of the Company or other securities, in cash
or otherwise; provided, however, that the undersigned may without such
consent (i) exercise any outstanding stock options granted pursuant to
employment agreements or employee benefit plans of the Company
referred to in the Prospectuses (as defined in the Purchase
Agreements) so long as the undersigned agrees to be bound by this
Agreement with respect to shares of common stock issues upon such
exercise, (ii) make bona fide gifts of shares of common stock of the
Company so long as the transferee agrees to be bound by this Agreement
with respect to such shares and (iii) make a bona fide pledge or
pledges of shares of common stock of the Company, provided the pledgee
agrees in writing to be bound by this Agreement upon becoming entitled
to obtain ownership of such shares pursuant to any seizure or
foreclosure with respect to such pledged shares.
Very truly yours,
Signature: /s/ Xxxx Xxxxxxxx
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Print Name: Xxxx Xxxxxxxx
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