EXHIBIT 5
November 12, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Xxxxxx, 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.
Dear Sirs:
The undersigned, understands that Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, 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 any 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 issued 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: ____________________
Print Name: ____________________
