EXHIBIT 3
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, pledge, 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 and (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.
Very truly yours,
Signature: /s/ Xxxx Xxxxx
Print Name: Xxxx Xxxxx
