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Exhibit C
September 30, 1997
Teligent, L.L.C.
ll Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn.: Xx. Xxxxxxxx X. Xxxxxx
Gentlemen:
This letter is being delivered in connection with that
certain Securities Purchase Agreement dated the date hereof between you, the
undersigned and the other parties thereto (the "Agreement"). The undersigned
agrees that, in connection with your initial Public Offering (as such term is
defined in the Agreement), subject to all of your current equity holders
entering into agreements similar to that of the undersigned, in consideration of
the underwriters (the "Underwriters") of the Public Offering agreeing to enter
into and perform their obligations pursuant to the underwriting agreement with
respect to the Public Offering, without the prior written consent of the
representative of the Underwriters, the undersigned will not register for sale
or sell or otherwise transfer, except in private transactions with affiliates
who agree to be bound by this agreement, any of your equity securities for a
period commencing on the date of the commencement of the Public Offering and
ending on the date which is the earlier to occur of (a) the date requested by
the Underwriters of the undersigned and (b) 180 days after the date of the
commencement of the Public Offering; provided that selling securities
convertible or exchangeable into your equity securities, or entering into a swap
or other arrangement that transfers the economic consequences of ownership of
your equity securities, shall constitute a sale of your equity securities; and
provided that this agreement shall apply to equity securities of Teligent, Inc..
Very truly yours,
NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
By: /s/ Jun-ichiro Miyazu
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