1
EXHIBIT 5
November 12, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
SALOMON BROTHERS INC
BEAR, XXXXXXX & CO. INC.
XXXXXXX, SACHS & CO.
XXXXXXX XXXXX INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
BEAR, XXXXXXX INTERNATIONAL LIMITED
XXXXXXX SACHS INTERNATIONAL
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreements
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 Sachs
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
2
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: _______________________
