UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Teligent, Inc.TELIGENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TELIGENT, INC.

Teligent, Inc.

105 Lincoln Avenue PO Box 687

Buena, New JerseyNJ 08310

(856) 697-1441

June 10,September 8, 2020

To Our Stockholders:the Stockholders of Teligent, Inc.:

You are cordially invited to attend the 2020 annual meetinga Special Meeting of stockholdersStockholders of Teligent, Inc. (the “Company”), to be held at 10:00 a.m. local timeEastern Time on July 15, 2020.October 22, 2020 and any postponements or adjournments thereof (the “Special Meeting”). Due to the emerging public health impact of the coronavirus outbreak (COVID-19)(“COVID-19”) and to support the health and well-being of our stockholders, this year’s annualspecial meeting will be held in a virtual meeting format only (the “annual meeting”).only. You will be able to attend the annual meetingSpecial Meeting virtually and vote and submit questions for the annual meetingSpecial Meeting by visiting www.virtualshareholdermeeting.com/TLGT2020.TLGT2020SM.

Details regarding the annual meeting,Special Meeting, the business to be conducted at the annual meeting,Special Meeting, and information about Teligent, Inc.the Company that you should consider when you vote your shares are described in thisthe enclosed Notice of Special Meeting of Stockholders and proxy statement.

AtThe purpose of the annual meeting, six personsSpecial Meeting is to ask stockholders to approve removing a restriction on the number of shares a holder or group of holders of the Company’s 9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”) may own at any one time. Nasdaq Marketplace Rule 5635(b) requires that any issuance of shares that would result in a change of control of a Nasdaq-listed company be approved by the company’s stockholders (the “Nasdaq Change of Control Rule”). The Nasdaq Change of Control Rule does not specifically define when a change in control may be deemed to occur, however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction a person or entity will be electedhold 20% or more of a company’s then outstanding capital stock, and that person would then hold the largest ownership position in the company. Because the Company was in immediate need of the liquidity from the sale of the New 2023 Notes, the Company and the Series C investors agreed to our Boardlimit conversion of Directors. the New 2023 Notes so that no holder or group of related holders of the New 2023 Notes would own shares of the Company’s common stock exceeding the greater of (x) 19.99% of the number of shares of the Company’s common stock presently outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock (the “Ownership Restriction”).

In addition,return, the Company agreed to seek stockholder approval to remove the Ownership Restriction as soon as practicable after the closing of the transaction and agreed that if it was not able to secure stockholder approval to remove the Ownership Restriction (thereby allowing full conversion of the New 2023 Notes) by October 31, 2020, the investors would have the option to increase the amount of interest payable on the New 2023 Notes substantially, from 9.5% to 18%. Accordingly, at the Special Meeting, we will ask stockholders to (i) approve an amendmenteliminating the Ownership Restriction (the “Nasdaq Change of Control Proposal”), and (ii) approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the 2016 Equity Incentive Plan, to ratifytime of the selectionSpecial Meeting cast in favor of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020, andthe Nasdaq Change of Control Proposal to approve on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. proposal or to constitute a quorum.

The Board of Directors recommends the approval of eachthe Nasdaq Change of Control Proposal and adjournments of the three proposals. Such other businessSpecial Meeting for several reasons. First, if the Ownership Restriction is not removed, the holders of the New 2023 Notes can unilaterally elect to have the interest rate on the New 2023 Notes increase from 9.5% to 18% which would add to the Company’s already significant indebtedness. Second, it is in the Company’s and its stockholders’ interest to have the New 2023 Notes convertible into shares of the Company’s common stock without restriction because conversion into common stock will reduce the Company’s significant amount of indebtedness and interest expense. In fact, the Company can force conversion of the New 2023 Notes into shares of common stock and thereby reduce its indebtedness if the Company’s per-share stock price exceeds the conversion price of the New 2023 Notes by 100% for a period of time after January 1, 2022 (subject to reduction to 75% and 50% beginning July 1, 2022 and January 1, 2023, respectively). Having that right to force conversion without restriction is in the best interest of the Company and its stockholders. Finally, if we are limited in our ability to issue shares upon conversion of the New 2023 Notes, we will have less flexibility in satisfying our obligations under the New 2023 Notes and the Indenture, and we might be transacted as may properly come beforerequired to pay cash upon the annual meeting.conversion of such New 2023 Notes.

We hope you will be able to attend the annual meeting.Special Meeting. Whether or not you plan to attend the annual meeting or not,Special Meeting, it is important that you cast your vote during the annual meetingeither in person (virtually) or by proxy. You may votesubmit your voting instructions over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to votesubmit your voting instructions by proxy so that your shares will be represented and voted at the annual meeting, whether or not you can attend.

If you have any questions or need assistance in voting your shares of our common stock, please contact our proxy solicitor, MacKenzie Partners, Inc., via telephone toll-free at (800) 322-2885 or (212) 929-5500 (call collect) or via email at proxy@mackenziepartners.com.

Thank you for your ongoing support and continued support ofinterest in Teligent, Inc. We look forward to your participation at the annual meeting.Special Meeting.

Sincerely,	Sincerely,
Timothy B. Sawyer
	President and Chief Executive Officer

TELIGENT, INC. 

Teligent, Inc.

105 Lincoln Avenue PO Box 687

Buena, New JerseyNJ 08310

(856) 697-1441

NOTICE OF 2020 ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 22, 2020

TIME: 10:00 a.m. local time

DATE: July 15, 2020

PLACE: Due to the emerging public health impact of the coronavirus outbreak (COVID-19)(“COVID-19”) and to support the health and well-being of our stockholders, this year’s annualspecial meeting will be held in a virtual meeting format only.only on October 22, 2020 at 10:00 a.m. Eastern Time. You can virtually attend the live webcast of the annualspecial meeting at www.virtualshareholdermeeting.com/TLGT2020.wwww.virtualshareholdermeeting.com/TLGT2020SM. For more information, see “Important Information About the AnnualSpecial Meeting and Voting – How Do I Vote?” below.

PURPOSES:The purposes of the special meeting are:

WHO MAY VOTE:These items of business are more fully described in the proxy statement accompanying this Notice. The Board of Directors of Teligent, Inc. is not aware of any other business to come before the Special Meeting of Stockholders or of any adjournment or postponement thereof (the “Special Meeting”).

Access to the Audio Webcast of the Special Meeting. The live audio webcast of the Special Meeting will begin promptly at 10:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Special Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.

Log-in Instructions. To be admitted to the virtual Special Meeting, you will need to log-in to www.virtualshareholdermeeting.com/TLGT2020SM using the 16-digit control number found on the enclosed proxy card or voting instruction form.

Technical Assistance. Beginning 15 minutes prior to, and during, the Special Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at 1.800.586.1548 (toll-free in the United States) or +1.303.562.9288 (for international participants).

Voting Prior to or at the Special Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and vote your shares in advance of the Special Meeting. You may vote your shares during the Special Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/TLGT2020SM during the meeting. However, shares may also be voted via the enclosed proxy card or pursuant to the instructions for submitting your proxy via the Internet or telephone that were included in the proxy materials.

Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials.

You may vote if you were the record owner of Teligent, Inc. common stock at the close of business on June 9, 2020.September 4, 2020, the record date for notice and voting at the Special Meeting. A list of stockholders of record will be available at the annual meetingSpecial Meeting and during the 10 days prior to the annual meetingSpecial Meeting (i) at our principal executive office, which is located at 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310 and (ii) or during the meeting at www.virtualshareholdermeeting.com/TLGT2020.TLGT2020SM.

All stockholders are cordially invited to attend the annual meeting.Special Meeting. Whether or not you plan to attend the annual meeting or not,Special Meeting, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum.quorum and the approval of the proposals. You may change or revoke your proxy at any time before it is voted at the annual meeting.

	BY ORDER OF THE BOARD OF DIRECTORSBy order of the Board of Directors,
	Damian FinioPhilip K. Yachmetz
	Chief FinancialLegal Officer and Corporate Secretary

Buena, New Jersey

September 8, 2020

TABLE OF CONTENTS

TELIGENT, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310 

September 8, 2020

PROXY STATEMENT FOR THE TELIGENT, INC.

2020 ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 15,OCTOBER 22, 2020

This proxy statement, along with the accompanying noticeNotice of 2020 annual meetingSpecial Meeting of stockholders,Stockholders, contains information about the 2020 annual meetingSpecial Meeting of stockholdersStockholders of Teligent, Inc., including any adjournments or postponements of the annual meeting.thereof (the “Special Meeting”). We are holding the annual meetingSpecial Meeting at 10:00 a.m. local time,Eastern Time, on July 15,October 22, 2020. The annual meetingSpecial Meeting will be a completely virtual meeting, which will be conducted via live webcast.

In this proxy statement, we refer to Teligent, Inc. as “Teligent,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors (the “Board”) for use at the annual meeting.Special Meeting.

We anticipate that on or about June 11,September 8, 2020, we will begin sending this proxy statement, the attached Notice of AnnualSpecial Meeting of Stockholders and the enclosedform of proxy cardenclosed to all stockholders entitled to vote at the Meeting.Special Meeting.

Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2020 annual report, which includes our financial statements for the fiscal year ended December 31, 2019.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JULY 15, 2020

This proxy statement and our 2020 annual report to stockholders are available for viewing, printing and downloading atwww.proxyvote.com.To view these materials, please have your 16-digit control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2019, on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov,or in the “SEC Filings” section of the “Investor Relations” section of our website atwww.teligent.com.You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Damian Finio, Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. You may also request a copy by emailing us atinvestorrelations@teligent.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THE ANNUALSPECIAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of Teligent, Inc. is soliciting your proxy to vote at the 2020 annual meeting of stockholdersSpecial Meeting to be held on July 15,October 22, 2020, at 10:00 a.m. local timeEastern Time and any adjournments or postponements of the annual meeting.Special Meeting. Due to the emerging public health impact of the coronavirus outbreak (COVID-19)(“COVID-19”) and to support the health and well-being of our stockholders, this year’s annual meetingSpecial Meeting will be held in a virtual meeting format only (the “annual meeting”).only. You will be able to attend the annual meetingSpecial Meeting virtually and vote and submit questions for the annual meetingSpecial Meeting by visiting www.virtualshareholdermeeting.com/TLGT2020. ThisTLGT2020SM. The proxy statement, along with the accompanying Notice of AnnualSpecial Meeting of Stockholders, summarizes the purposes of the annual meetingSpecial Meeting and the information you need to know to vote at the annual meeting.Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card in the enclosed envelope, or follow the instructions below to submit your proxy by facsimile or email.

We have made available to you on the Internet or have sent you thisThis proxy statement, the Notice of AnnualSpecial Meeting of Stockholders and the proxy card and a copy of our Annual Reportare first being mailed or made available to stockholders on Form 10-K for the fiscal year ended December 31, 2019or about September 8, 2020. You are receiving these proxy materials because you owned shares of Teligent common stock on the record date. The Company intends to commence distribution of

What am I voting on?

There are two (2) Proposals scheduled for a vote at the proxy materials to stockholders on or about June 11, 2020.Special Meeting:

Who Can Vote?

Only stockholders who owned our common stock at the close of business on June 9,September 4, 2020 are entitled to vote at the annual meeting.Special Meeting. On this record date, there were 5,386,6605,391,569 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.capital stock outstanding.

You do not need to attend the annual meetingSpecial Meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meetingSpecial Meeting and not revoked prior to the annual meeting,Special Meeting, will be voted at the annual meeting.Special Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether or not you plan to attend the annual meeting or not,Special Meeting, we urge you to votesubmit your voting instructions by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for, or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to each(i) the proposal to approve, as required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the other proposals. New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture (Proposal 1); and (ii) one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve the proposal or if there is not a quorum (Proposal 2).

If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting.Special Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

Telephone andYou may submit a proxy by the Internet voting facilities for stockholdersor by telephone if you are a stockholder of record will be available 24 hours a day and will close atuntil 11:59 p.m. Eastern Time on July 14,October 21, 2020.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholdersStockholders owning shares through certain banks and brokers.brokers may also submit voting instructions by the Internet or telephone. If your shares are not registered in your own name and you plan to vote your shares duringin person (virtually) at the annual meeting,Special Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and you will be assigned a virtual control numberbring it to the Special Meeting in order to vote your shares during the annual meeting. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/TLGT2020.vote.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote (i) “FOR” the approval, as follows:required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture; and (ii) “FOR” one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve such proposal or if there is not a quorum.

If any other matter is presented atbusiness to come before the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.Special Meeting.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the annual meeting.Special Meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, the Internet, telephone or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?Submit a Proxy or Vote in Person (Virtually)?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not submit a proxy or vote in person (virtually) as described above under “How“How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratificationwith respect to “routine” matters.  Approval of one or more adjournments of the appointmentSpecial Meeting, if necessary or appropriate, to permit further solicitation of our independent registered public accounting firmproxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve the proposal or if there is not a quorum (Proposal 3 of this proxy statement) without receiving2) are considered routine matters. Therefore, even if your bank, broker or other nominee that holds your shares does not receive voting instructions from you. Therefore,you, such bank, broker or other nominee is entitled (but not required) to vote your shares on this proposal. To ensure your shares will be voted at the Special Meeting in the manner that you desire, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensuresApproval, as required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture (Proposal 1), is considered a non-routine matter. A bank, broker or other nominee that holds your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shareswithout instruction on Proposal 1. As a particular matter because it has not received instructions from youresult, there may be broker non-votes on Proposal 1, and does notsuch broker non-votes will have discretionaryno effect on the voting authority on that matter or because your broker chooses notresults with respect to vote on a matter for which it does have discretionary voting authority.  this Proposal.

What Vote is Required to Approve Each Proposalthe Proposals and How are Votes Counted?

For Proposal 1 to be approved, a majority of the votes cast must be voted “FOR” such proposal. Abstentions will have no effect on Proposal 1. For Proposal 2 to be approved, a majority of the votes cast must be voted “FOR such proposal unless there is not a quorum at the Special Meeting, in which case, Proposal 2 must be approved by the holders of a majority of the voting power represented by the shares present, in person (virtually) or by proxy, at the Special Meeting. If a quorum is present at the Special Meeting, abstentions will have no effect on Proposal 2. If a quorum is not present at the Special Meeting, abstentions will have the same effect as a vote against Proposal 2.

Under Delaware law, there are no rights of appraisal with respect to the matters to be acted upon at the Special Meeting.

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our InspectorInspectors of Election examine these documents. Management will not know how you voted on a specific proposalthe proposals unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide.

Where Can I Find the Voting Results of the AnnualSpecial Meeting?

The preliminary voting results will be announced at the annual meeting,Special Meeting, and we will publish preliminary, or final results, if available, in a Current Report on Form 8-K (the “Form 8-K”) within four business days of the annual meeting.Special Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. 

What Should I Do if I have Questions About the Special Meeting?

If you have any questions about the Special Meeting or the proposals being voted at the Special Meeting or would like to obtain assistance with voting virtually, please contact our proxy solicitor, MacKenzie Partners, Inc., via telephone toll-free at (800) 322-2885 or (212) 929-5500 (call collect) or via email at proxy@mackenziepartners.com.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. InThe Company has engaged MacKenzie Partners, Inc., a proxy solicitation firm, to assist in the solicitation. The proxy solicitor will mail the proxy statement, Notice of Special Meeting of Stockholders and all materials relating to the Special Meeting to the Company’s stockholders, and will solicit votes of stockholders. The estimated fees anticipated to be paid to MacKenzie Partners, Inc. are approximately $12,500 and those costs will be borne by the Company (in addition ourto the Company’s paying the cost of mailing proxy materials). Our employees and directors and employees may also solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.reasonable out-of-pocket costs.

What Constitutes a Quorum for the AnnualSpecial Meeting?

The presence, via attendance at the virtual annual meetingin person (virtually) or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meetingSpecial Meeting is necessary to constitute a quorum at the annual meeting.Special Meeting. Votes of stockholders of record who are present at the annual meetingSpecial Meeting in person via attendance at the virtual annual meeting(virtually) or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Why Are You Holding a Virtual AnnualSpecial Meeting?

Due to the emerging public health impact of the coronavirus outbreak (COVID-19)COVID-19 and to support the health and well-being of our stockholders, this year’s annual meetingSpecial Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during the annual meetingSpecial Meeting so they can ask questions of our board of directors or management. Just like we did during our in-person meetings, during the live Q&A session of the annual meeting, we may answer questions as they come in and address those asked in advance, to the extentmanagement relevant to the businesspurpose of the annual meeting, as time permits.Special Meeting.

Attending the AnnualSpecial Meeting

The annual meetingSpecial Meeting will convene at 10:00 a.m. local timeEastern Time on Tuesday, July 15,Thursday, October 22, 2020. In order to participate in the annual meetingSpecial Meeting live via the Internet, you must register atwww.virtualshareholdermeeting.com/TLGT2020TLGT2020SM beginning at 9:45 a.m. ETEastern Time on July 13,October 22, 2020. You need not attend the annual meetingSpecial Meeting in order to vote. See “How Do I Vote?” above for more information.

On the day of the annual meeting, if you have properly registered, you may enter the annual meeting by logging in using the password you received via email in your registration confirmation at www.virtualshareholdermeeting.com/TLGT2020. If you encounter any difficulties accessing the annual meeting live audio webcast during the meeting time, please contact the technical support line noted on the meeting web page.

Even if you plan to attend the live webcast of the annual meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the virtual annual meeting. A replay of the annual meeting, as well as any questions pertinent to meeting matters and management’s answers (including any questions that could not be answered during the annual meeting due to time constraints), will be made publicly available on our investor relations website promptly after the virtual annual meeting.

Householding of Annual Disclosure Documents

The rules of the Securities and Exchange Commission (the “SEC”) concerning the delivery of proxy statements and annual disclosure documentsreports allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices,notices of stockholder meetings, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single set of proxy materials, this year, but you would prefer to receive your own copy in the future, please contact Broadridge Financial Solutions, Inc., by calling their toll free number, 1-888-237-1900.1-866-540-7095.

If you do not wish to participate in “householding” and would like to receive your own set of Teligent’s proxy materials in the future, years, follow the instructions described below. Conversely, if you share an address with another Teligent stockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

PROPOSAL 1

APPROVAL OF THE NASDAQ CHANGE OF CONTROL PROPOSAL

The Proposal

The stockholders of the Company are being asked to approve, as required by the Nasdaq Change of Control Rule (Nasdaq Marketplace Rule 5635(b)) and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

Background

On July 20, 2020, the Company completed the issuance and sale of $13.8 million aggregate principal amount of 9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”) pursuant to a Note Purchase Agreement (the “Purchase Agreement”), dated July 20, 2020, between the Company and each purchaser of New 2023 Notes (the “Purchasers”). After taking into account original issue discount and other fees payable to the Purchasers (including fees payable in the form of additional New 2023 Notes), the Company received net cash proceeds of approximately $10.0 million, which the Company is using for general corporate purposes.

The Company also issued approximately $32.3 million in aggregate principal amount of New 2023 Notes in exchange for approximately $35.9 million in aggregate principal amount, plus accrued but unpaid interest thereon, of the Company’s outstanding 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the “Series B Convertible Notes”), giving effect to a 10% discount on the principal amount of Series B Convertible Notes so exchanged, pursuant to an Exchange Agreement (the “Series B Exchange Agreement”), dated July 20, 2020, between the Company and the holders of Series B Convertible Notes party thereto (each, a “Series B Exchanging Noteholder”).

In addition, the Company issued approximately $3.7 million in aggregate principal amount of New 2023 Notes in exchange for approximately $8.2 million in aggregate principal amount, plus accrued but unpaid interest thereon, of the Company’s outstanding 4.75% Convertible Senior Notes due 2023 (the “Series A Convertible Notes”), giving effect to a 55% discount on the principal amount of Series A Convertible Notes so exchanged, pursuant to an Exchange Agreement (the “Series A Exchange Agreement” and, together with the Series B Exchange Agreement, the “Exchange Agreements”), dated July 20, 2020, between the Company and the holders of Series A Convertible Notes party thereto (the “Series A Exchanging Noteholders” and, together with the Series B Exchanging Noteholders, the “Exchanging Noteholders”).

The New 2023 Notes were issued pursuant to an indenture (the “Indenture”), dated as of July 20, 2020, among the Company, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

Interest on the New 2023 Notes accrues at the rate of 9.5% per annum and is payable in kind and capitalized with principal semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The New 2023 Notes will mature on March 30, 2023, unless earlier converted or repurchased. The New 2023 Notes are subordinate to the indebtedness under the Senior Credit Facilities (as defined below).

Holders of the New 2023 Notes (the “Noteholders”) are entitled to convert principal and accrued, unpaid interest on the Notes into, at the Company’s election, cash, shares of the Company’s common stock (the “Common Stock”), or a combination thereof, subject to certain limitations. The New 2023 Notes are convertible at an initial conversion price per share of Common Stock equal to $2.78, subject to adjustment under certain circumstances. The New 2023 Notes are not redeemable by the Company, but the Company has the right to force conversion of the New 2023 Notes if the Company’s per-share stock price exceeds the conversion price of the New 2023 Notes by 100% for a period of time after January 1, 2022, by 75% for a period of time after July 1, 2022, and by 50% for a period of time after January 1, 2023.

Reasons for the Proposal

As a result of being listed for trading on the Nasdaq Global Select Market, issuances of the Company’s common stock are subject to the Nasdaq Stock Market Rules, including the Nasdaq Change of Control Rule. The Nasdaq Change of Control Rule requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company. The Nasdaq Change of Control Rule does not specifically define when a change in control of an issuer may be deemed to occur, however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction a person or entity will hold 20% or more of an issuer’s then outstanding capital stock, and this person would then hold the largest ownership position of an issuer. If this Proposal 1 is approved at the Special Meeting, the Nasdaq Change of Control Rule will be satisfied.

Under the terms of the Indenture, the Company is not permitted to effect any conversion of New 2023 Notes at any time prior to the date of the Special Meeting. Thereafter, the Company is not permitted to effect any conversion of New 2023 Notes in the event that such conversion would cause the holder of such converting New 2023 Notes, together with certain of its affiliates and related parties, to own more than the Restricted Ownership Percentage (as defined in the Indenture). For each holder of New 2023 Notes, the Restricted Ownership Percentage is initially 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of our common stock issuable upon conversion of New 2023 Notes held by such holder. While each holder of New 2023 Notes can voluntarily increase its Restricted Ownership Percentage in accordance with the terms of the Indenture, no holder can increase its Restricted Ownership Percentage to an amount exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, unless and until the Company’s stockholders approve this Proposal 1. Finally, even if this Proposal 1 is approved at the Special Meeting, the Indenture provides that in no event can a holder of New 2023 Notes increase its Restricted Ownership Percentage to an amount in excess of 49.9% of the number of shares of common stock outstanding.

Pursuant to the Indenture, the Company has agreed to use its commercially reasonable best efforts to obtain such stockholder approval of this Proposal 1 at the Special Meeting, and in the event that the Company has not obtained such stockholder approval at an annual or special meeting of its stockholders or before October 31, 2020, holders of a majority in aggregate principal amount of outstanding New 2023 Notes may elect to increase the interest rate payable on the New 2023 Notes to 18.0% per annum until such stockholder approval is obtained, which will continue to be paid in kind in the form of additional principal with respect to any applicable period in which the increased interest rate remains in effect.

The Board recommends the approval of the Nasdaq Change of Control Proposal and adjournments of the Special Meeting for several reasons. First, if the Ownership Restriction is not removed, the holders of the New 2023 Notes can unilaterally elect to have the interest rate on the New 2023 Notes increase from 9.5% to 18.0% which would add to the Company’s already significant indebtedness. Second, it is in the Company’s and its stockholders’ interest to have the New 2023 Notes convertible into shares of the Company’s common stock without restriction because conversion into common stock will reduce the Company’s significant amount of indebtedness and interest expense. In fact, the Company can force conversion of the New 2023 Notes into shares of common stock and thereby reduce its indebtedness if the Company’s per-share stock price exceeds the conversion price of the New 2023 Notes by 100% for a period of time after January 1, 2022 (subject to reduction to 75% and 50% beginning July 1, 2022 and January 1, 2023, respectively). Having that right to force conversion without restriction is in the best interest of the Company and its stockholders. Finally, if we are limited in our ability to issue shares upon conversion of the New 2023 Notes, we will have less flexibility in satisfying our obligations under the New 2023 Notes and the Indenture, and we might be required to pay cash upon the conversion of such New 2023 Notes. Accordingly, we are requesting in this Proposal 1 that our stockholders approve, as required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

If Proposal 1 is approved, the issuance of our common stock upon conversion of the New 2023 Notes could have an anti-takeover effect because such issuance could make it more difficult for, or discourage an attempt by, a party to obtain control of the Company by tender offer or other means. The issuance of common stock upon conversion of the New 2023 Notes would increase the number of shares of common stock entitled to vote, increase the number of votes required to approve a change of control of the Company, and dilute the interest of a party attempting to obtain control of the Company.

Vote Required for Approval

The affirmative vote of a majority of the votes cast for Proposal 1 is required to approve the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

Board Recommendation

The Board recommends that the stockholders vote “FOR” the approval, as required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

PROPOSAL 2

ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES

The Board is seeking stockholder approval of one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve such proposal or if there is not a quorum (the “Adjournment Proposal”).

If, at the Special Meeting, the number of shares present or represented and voting to approve Proposal 1 is not sufficient to approve such proposal, or if a quorum is not present, the Board currently intends to move to adjourn the Special Meeting to enable the Board to solicit additional proxies for the approval of Proposal 1 or if there is not a quorum, as applicable.

In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the Board to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the Adjournment Proposal, the Board could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted. If the stockholders do not approve this proposal, the Chairperson of the Special Meeting may exercise discretionary authority to adjourn the Special Meeting as necessary.

Vote Required for Approval

The affirmative vote of a majority of the votes cast for Proposal 2 is required to approve and adopt the proposal to adjourn the Special Meeting unless there is not a quorum at the Special Meeting, in which case, a majority of the voting power of the shares present in person or by proxy and entitled to vote on the matter is required to approve Proposal 2.

Board Recommendation

The Board recommends that the stockholders vote “FOR” adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve and adopt Proposal 1 or if there is not a quorum.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTMANAGEMENT)

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 1,August 31, 2020 for (a) theeach of our named executive officers namedlisted in the Summary Compensation TableCompany’s definitive proxy statement on page 21 of this proxy statement,Schedule 14A filed with the SEC on June 10, 2020, (b) each of our current directors, and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of June 1,August 31, 2020 pursuant to the exercise or vesting, as applicable, of derivativesoptions or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 5,389,9495,391,569 shares of common stock outstanding on June 1,August 31, 2020. Except as otherwise indicated, the address of each of the persons in this table is c/o Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

Effective May 28, 2020, the Company effected a one-for-ten reverse stock split of its issued and outstanding Common Stockcommon stock (the “Reverse Stock Split”) as reported in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2020. Every ten shares of Common Stockcommon stock issued and outstanding have automatically been combined into one share of issued and outstanding Common Stock,common stock, without any change in ththe par value per share. Any fractional shares of Common Stockcommon stock that would have otherwise resulted from the Reverse Stock Split have been rounded up to the nearest whole share. The disclosures in the tables and footnotes contained herein give effect to the Reverse Stock Split.

*   Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

On June 8, 2020, our Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Timothy B. Sawyer, Bhaskar Chaudhuri, Steven Koehler, John Celentano, Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr. for election at the annual meeting for a term of one year to serve until the 2021 annual meeting of stockholders, and until their respective successors have been elected and qualified, or until his or her earlier resignation or removal. James C. Gale, who currently serves on our Board of Directors, is not seeking reelection.

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Teligent, either directly or indirectly. Based upon this review, our Board of Directors has determined that the following members of the Board of Directors are “independent directors” as defined by the Nasdaq Marketplace Rules: Bhaskar Chaudhuri, Steven Koehler, John Celentano, Carole S. Ben-Maimon, M.D and Thomas J. Sabatino, Jr.

Timothy B. Sawyer – Chief Executive Officer and Director

Timothy B. Sawyer, age 54, has served as Chief Executive Officer and as a member of our Board of Directors since February 4, 2020. Prior to joining Teligent,from 1993 through 2009, Mr. Sawyer held a variety of senior executive positions in general management, marketing and sales at Barr Laboratories. From 2008 through 2009, Mr. Sawyer served as Executive Vice President, Global Generic Sales and Marketing and led a team of nearly 2,000 employees in 25 countries. Subsequent to his experience at Barr Laboratories, from 2009 through 2012, Mr. Sawyer served as Senior Vice President, Corporate Strategic Development at Mylan. More recently, from January 2014 through September 2017, Mr. Sawyer served as President, Retail Medicine of 1-800-Doctors, Inc. and from September 2017 through July 2019, he served as Chief Executive Officer of Geritrex, LLC, a private equity backed developer, manufacturer and marketer of generic over the counter pharmaceuticals. Mr. Sawyer holds a B.A. in Political Science from the University of Richmond. We believe Mr. Sawyers’s qualifications to serve as Chief Executive Officer and on the Board of Directors include his experience as a pharmaceutical executive and his experience in the commercialization of pharmaceutical products.

Carole S. Ben-Maimon, M.D. – Director

Carole S. Ben-Maimon, M.D., age 61, has served as a member of our Board of Directors since March 2016. Dr. Ben-Maimon is currently a director, President and Chief Executive Officer of Larimar Therapeutics, Inc. (formerly Zafgen, Inc.), which completed a business combination with Chondrial Therapeutics, Inc., effective May 28, 2020, with Chondrial surviving as a wholly owned subsidiary of Larimar. Larimar Therapeutics, Inc. focuses on developing therapies for complex rare diseases, specifically Friedreich's Ataxia. Prior to the consummation of the merger and from December 2016, Dr. Ben-Maimon served as Chondrial Therapeutics, Inc.’s President, Chief Executive Officer and a member of its Board. Prior thereto and from 2014 to 2016 Dr. Ben-Maimon served as a consultant at CSGB Consulting, LLC. From September 2011 to November 2014, Dr. Ben-Maimon served as President of the generic products division of Impax Laboratories, Inc. Prior to that, she served as Senior Vice President, Corporate Strategy, at Qualitest Pharmaceuticals, Inc. from July 2009 to July 2010. Prior to her role at Qualitest, she served as Founder, President and Chief Executive Officer and director of Alita Pharmaceuticals, Inc., an early stage, privately held specialty pharmaceutical company, from September 2006 to June 2009. Dr. Ben-Maimon also held executive positions with and served as a member of the board with Barr Pharmaceuticals from 2001 to 2006, including as President and Chief Operating Officer of Duramed Research, Inc. (a wholly-owned subsidiary of Barr Pharmaceuticals Inc.). Dr. Ben-Maimon also held executive positions with Teva Pharmaceuticals USA, where she served as Senior Vice President, Science and Public Policy, from 2000 to 2001, Senior Vice President, Research and Development, from 1996 to 2000 and Vice President, Medical and Regulatory Affairs, with Lemmon Company (a wholly owned subsidiary of Teva Pharmaceuticals, Inc.) from 1993 to 1996. She served as the Chairman of the board of the Generic Pharmaceutical Association from 1999 to 2002. Dr. Ben-Maimon is a graduate of Thomas Jefferson Medical College and received a Bachelor of Arts in biology from The University of Pennsylvania, where she graduated magna cum laude. She completed clinical and research training in internal medicine and nephrology at Thomas Jefferson University. We believe that Dr. Ben-Maimon’s qualifications to serve on the Board of Directors include her years of experience in the pharmaceutical industry, including prior positions in various senior executive roles at pharmaceutical companies. 

John Celentano – Director

John Celentano, age 60, has served as a member of our Board of Directors since March 2015. Mr. Celentano currently works as an advisor to the pharmaceutical industry.  He retired from Bristol-Myers Squibb Company in 2013 where he held senior leadership positions including: President, Bristol-Myers Squibb Healthcare Group (Mead Johnson Nutrition, ConvaTec, and Medical Imaging); Regional President roles in Emerging Markets/Asia Pacific, Latin America/Canada, and UK/Northern Europe; and SVP of Human Resources.  He serves on the Boards of privately held JJ White Inc. and YourEncore Inc.  Mr. Celentano holds a B.A. from the University of Delaware and an MBA from Drexel University. We believe Mr. Celentano’s qualifications to serve on the Board of Directors include his extensive experience in the pharmaceutical industry.

Bhaskar Chaudhuri – Director

Bhaskar Chaudhuri, age 66, has served as a member of our Board of Directors since 2010. Mr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has been the Operating Partner of the Life Sciences Team at Frazier Healthcare Ventures. Prior to that time, Mr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. from January 2009 to September 2010. Prior to joining Valeant, Mr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Mr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from 1998 to 2000. Prior to his positions at Bertek, Mr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Mr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Mr. Chaudhuri serves on the board of directors of Arcutis Biotherapeutics, Inc. (of which he is a co-founder) and is an advisor to the John Hopkins Berman Institute of Bioethics. Mr. Chaudhuri holds a B.S. in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Mr. Chaudhuri’s qualifications to serve on the Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies.

Steven Koehler – DirectorWHERE YOU CAN FIND ADDITIONAL INFORMATION

Steven Koehler, age 69, has served as a member of our Board of Directors since October 2014. Mr. Koehler retired from Merck & Co., Inc. in September 2011 where, from November 2009 to September 2011, he served as Vice President, Schering-Plough ControllerWe file annual, quarterly and Special Projects,special reports, proxy statements and was a member of the Finance Senior Leadership Team. From March 2006 to November 2009, Mr. Koehler served as Vice President, Corporate Controller of Schering-Plough Corporation, where he also served as Chief Accounting Officer. Prior to his positions at Schering-Plough, Mr. Koehler served in several capacities at The Medicines Company, including Senior Vice President and Chief Financial Officer, from 2004 through 2006, and Vice President, Finance and Business Administration, from 2002 to 2004. From 2001 to 2002, Mr. Koehler was Vice President, Finance and Chief Financial Officer, of Vion Pharmaceuticals, Inc. Prior to his position at Vion, Mr. Koehler served in a number of senior finance positions at Knoll Pharmaceuticals, Inc. and Knoll AG between 1995 and 2001. From 1977 to 1993, he held positions in finance and accountingother information with the American Hospital Supply Corporation, then with Baxter International, Inc. afterSEC. You can inspect and copy these reports, proxy statements and other information at the two companies merged in 1985. Mr. Koehler began his career with Arthur Andersen LLP in Chicago from 1973 to 1977. Mr. Koehler holds a B.A. from Duke University and an MBA fromSEC's Public Reference Room at 100 F Street, N.E., Washington, D. C. 20549. Please call the Kellogg Graduate School of Management, Northwestern University. We believe Mr. Koehler’s qualifications to serveSEC at 1-800-SEC-0330 for further information on the Board of Directors include his many years of experience in the pharmaceutical industry, including his senior leadership positions at several pharmaceutical companies,Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding issuers, such as well as his extensive financial experience.Teligent, Inc. (www.sec.gov).

Thomas J. Sabatino, Jr. – Director

Thomas J. Sabatino, Jr., age 61, has served as a member of our Board of Directors since September 2017. From April 2016 to December 2018, Mr. Sabatino served as Executive Vice President and General Counsel of Aetna Inc with worldwide responsibility for leading its legal operations, including formulating corporate legal policy. Prior to joining Aetna, Mr. Sabatino worked for Hertz Global Holdings, Inc., where he served as Senior Executive Vice President, Chief Administrative Officer and General Counsel. He joined Hertz in 2015 after serving as Executive Vice President, Global Legal and Chief Administrative Officer of Walgreens Boots Alliance. Previously, in 2010, Mr. Sabatino was Executive Vice President and General Counsel of UAL Corporation and United Airlines, Inc., and was Executive Vice President and General Counsel of Schering-Plough Corporation from 2004 through 2009. He also has held General Counsel positions at Baxter International and American Medical International. Mr. Sabatino has received numerous awards from his peers, including Inside Counsel’s Transformative Leader Award (2012), the National Bar Association Gertrude E. Rush Award (2013) and the Equal Justice Works Scales of Justice Award (2014). He is Co-Chair of the Board of Directors of the Humane Society of the United States. He serves on the Board of Overseers for the University of Pennsylvania Law School and the Board of Directors of the International Institute for Conflict Prevention and Resolution. Mr. Sabatino earned his law degree from the University of Pennsylvania and his undergraduate degree from Wesleyan University in Connecticut. We believe Mr. Sabatino’s qualifications to serve on the Board of Directors include his many years of experience in the legal profession and his senior leadership positions of several healthcare companies.

Committees of the Board of Directors and Meetings

Meeting Attendance.During the fiscal year ended December 31, 2019, there were 11 meetings of our Board of Directors, and the various committees of the Board of Directors met a total of 15 times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board of Directors on which he or she served during fiscal 2019. The Board of Directors has adopted a policy under which each member of the Board of Directors is strongly encouraged to attend each annual meeting of our stockholders. All of our directors attended our annual meeting of stockholders held in 2019.

Audit Committee.Our Audit Committee met 7 times during fiscal 2019. This committee currently has four members, Steven Koehler (Chairman), Carole S. Ben-Maimon, M.D., John Celentano and Thomas J. Sabatino, Jr. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by the Nasdaq Marketplace Rules, as such standards apply specifically to members of audit committees. The Board of Directors has determined that Mr. Koehler is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available on our website atwww.teligent.com.

Organization and Compensation Committee. Our Organization and Compensation Committee met 7 times during fiscal 2019. This committee currently has three members, John Celentano (Chairman), James C. Gale and Bhaskar Chaudhuri. James C. Gale, who currently serves on our Board of Directors, is not seeking reelection. Our Organization and Compensation Committee’s role and responsibilities are set forth in the Organization and Compensation Committee’s written charter, and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Organization and Compensation Committee also administers our 2016 Equity Incentive Plan, as amended (the “2016 Plan”). The Organization and Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision-making process with respect to that issue without the chief executive officer present. All members of the Organization and Compensation Committee qualify as independent under the Nasdaq Marketplace Rules.EXPENSES AND SOLICITATION

The Organization and Compensation Committee did not utilize the services of an independent compensation consultant in fiscal 2019. The Organization and Compensation Committee’s independent compensation consultant during fiscal year 2018 was Pearl Meyer. Pearl Meyer was engaged by, and reported directly to, the Organization and Compensation Committee, which had the sole authority to hire or fire them and to approve fee arrangements for work performed. Pearl Meyer assisted the Organization and Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers and directors, compensation program design and market practices generally. The Organization and Compensation Committee authorized Pearl Meyer to interact with management on behalf of the Organization and Compensation Committee, as needed, in connection with advising the Organization and Compensation Committee, and Pearl Meyer was included in discussions with management. Pearl Meyer assisted the Organization and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices. Pearl Meyer also assisted the Organization and Compensation Committee in comparing our director compensation program and practices against those of our peers. We used the information that we obtained from Pearl Meyer primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Organization and Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that Pearl Meyer’s work with and on behalf of the Organization and Compensation Committee raises no conflict of interest.

The Organization and Compensation Committee, and, where applicable, the Chief Executive Officer reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary or receive a discretionary equity award based on such evaluation. During fiscal year 2019, the Organization and Compensation Committee determined the appropriate levels of compensation for our named executives by evaluating and weighting the achievement of certain corporate goals. The Organization and Compensation Committee also considered each executive’s weighted personal key performance indicator score, base salary, performance target and target of bonus for each such executive.

A copy of the Organization and Compensation Committee’s written charter is publicly available on our website atwww.teligent.com.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee met once during fiscal 2019 and has three members, Bhaskar Chaudhuri (Chairman), James C. Gale and Carole S. Ben-Maimon, M.D. James C. Gale, who currently serves on our Board of Directors, is not seeking reelection. The Nominating and Corporate Governance Committee’s role and responsibilities are set forth in the Nominating and Corporate Governance Committee’s written charter and include evaluating and making recommendations to the full Board of Directors as to the size and composition of the Board of Directors and its committees, evaluating and making recommendations as to potential candidates and evaluating current Board of Directors members’ performance. All members of the Nominating and Corporate Governance Committee qualify as independent under the Nasdaq Marketplace Rules.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our Amended and Restated By-Laws and in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources, such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and concern for the long-term interests of our stockholders. In general, persons recommended by stockholdersCompany will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration as a nominee by the Nominating and Corporate Governance Committee under our corporate governance policies, it should submit such recommendation in writing to our Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

The Nominating and Governance Committee considers issues of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve a diverse balance of backgrounds, perspectives and experience on the board and its committees. The Nominating and Governance Committee seeks to develop a Board that reflects diverse backgrounds, experience, expertise, skill sets and viewpoints, actively seeking director candidates who bring diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

A copy of the Nominating and Governance Committee’s written charter is publicly available on the our website atwww.teligent.com.

Organization and Compensation Committee Interlocks and Insider Participation. Our Organization and Compensation Committee has three members, John Celentano (Chairman), James C. Gale and Carole S. Ben-Maimon, M.D. James C. Gale, who currently serves on our Board of Directors, is not seeking reelection. No member of the Organization and Compensation Committee has been an officer or employee of Teligent. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Organization and Compensation Committee.

Board of Directors Leadership Structure and Role in Risk Oversight

Our Board of Directors has six independent members and one non-independent member who serves as our Chief Executive Officer. We believe that the number of independent, experienced directors that make up our Board of Directors, along with the independent oversight of the Board of Directors by the Non-Executive Chairman, benefits our Company and our stockholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes.

The Chairman of the Board of Directors presides at all meetings of the Board of Directors. The Chairman is appointed on an annual basis by a majority vote of the directors. Currently, the offices of Chairman of the Board of Directors and Chief Executive Officer are separated. We have no fixed policy with respect to the separation of the offices of the Chairman of the Board of Directors and Chief Executive Officer. Currently, two separate individuals serve in the positions of Chairman of our Board of Directors and Chief Executive Officer. We believe that our current leadership structure is optimal for the Company at this time.

Our management is principally responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. The Board of Directors’ principal responsibility in this area is to ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risk and to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board of Directors’ assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.

While the full Board of Directors has overall responsibility for risk oversight, the Board of Directors has elected to delegate oversight responsibility related to certain risks committees, which, in turn, report on the matters discussed at the committee level to the full Board of Directors. For instance, our Audit Committee focuses on the material risks facing the Company, including operational, market, credit, liquidity and legal risks. Additionally, our Organization and Compensation committee could be charged with reviewing and discussing with management whether our compensation arrangements are consistent with effective controls and sound risk management. Our management reports to the Board of Directors and Audit Committee on a regular basis regarding risk management.

Stockholder Communications to the Board of Directors

Stockholders who wish to send communications to our Board of Directors may do so by sending them c/o Teligent, Inc., Corporate Secretary, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Such communications may be addressed either to specified individual directors or the entire Board of Directors. The Corporate Secretary will have the discretion to screen and not forward to directors communications that the Corporate Secretary determines are communications unrelated to our business or governance, commercial solicitations, offensive, obscene, or otherwise inappropriate. The Corporate Secretary will, however, compile all stockholder communications that are not forwarded and such communications will be available to any director.

Executive Officers

We currently have one executive officer who is not also a director: Damian Finio, who serves as our Chief Financial Officer. We have an employment agreement with Mr. Finio. See the section of our proxy statement entitled “Executive Officer and Director Compensation – Employment Agreements with Executive Officers.” Our previous executive officers, Mr. Grenfell-Gardner and Mr. Wilson, resigned on February 4, 2020 and December 30, 2019, respectively.

Damian Finio – Chief Financial Officer

Damian Finio, age 50, has served as our Chief Financial Officer and Corporate Secretary since February 2018, after previously serving briefly on our Board of Directors in 2014. He leads the Finance, IT and Investor Relations teams. From November 2015 through January 2018, Mr. Finio served as Chief Financial Officer of Virtus Pharmaceuticals. From August 2014 through November 2015, he was SVP Finance of Heritage Pharmaceuticals. Mr. Finio has nearly 28 years of Finance experience, most of which was spent in the pharmaceutical industry. He began his career in public accounting at KPMG LLP. After spending nearly 14 years in a variety of financial roles at AstraZeneca, Mr. Finio also served as VP Finance of Daiichi Sankyo Pharma Development, and CFO of West-Ward Pharmaceuticals, Mr. Finio has Bachelor of Science in Accounting from The Pennsylvania State University and an MBA from the University of Delaware. He is also an (inactive) Certified Public Accountant and (inactive) Certified Treasury Professional.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table¹ shows the total compensation paid or accrued during the fiscal years ended December 31, 2019 and 2018 to our former Chief Executive Officer, our Chief Financial Officer and our former General Counsel.

¹ The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

2019 Fiscal YearGrants of Plan-Based Awards

The following table² shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2019.

Annual Equity Incentive Program for Management. On February 11, 2015, the Organization and Compensation Committee instituted an annual equity incentive program for our named executive officers pursuant to which we would issue, in the sole discretion of our Organization and Compensation Committee, to our (i) Chief Executive Officer, an annual equity grant of options to purchase shares of our common stock and/or RSUs, in an amount equal to 100% of his annual base salary, and (ii) Chief Financial Officer, an annual equity grant of options to purchase shares of our common stock and/or RSUs, in an amount equal to 60% of his annual base salary. The equity grants were to be made pursuant to our 2009 Equity Incentive Plan, which has since been discontinued and was replaced by our 2016 Plan, and, if granted, would be subject to a three-year vesting schedule. The allocation of different securities within each annual equity grant shall be determined by the Organization and Compensation Committee in its sole discretion.

The annual equity grants for the year ended December 31, 2019 were approved on February 19, 2019. Mr. Grenfell-Gardner, our former President and Chief Executive Officer, received options to purchase up to 46,628 shares of our common stock at an exercise price of $16.20 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 19, 2020. Mr. Finio, our Chief Financial Officer, received options to purchase up to 18,485 shares of our common stock at an exercise price of $16.20 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 19, 2020. Mr. Wilson, our former General Counsel, received options to purchase up to 19,372 shares of our common stock at an exercise price of $16.20 per share, with one-third of the common stock underlying such options to vest ratably over the next three anniversaries of the date of grant, starting on February 19, 2020. To the extent not already vested, Mr. Grenfell-Gardner’s equity vested in full and became fully exercisable upon his resignation on February 4, 2020. To the extent not already vested, Mr. Wilson forfeited any unvested equity upon his resignation on December 30, 2019.

² The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements with Executive Officers

Chief Executive Officer. Timothy B. Sawyer joined Teligent as our Chief Executive Officer and entered into an employment agreement, effective February 4, 2020 (the “CEO Employment Agreement”). Under the CEO Employment Agreement, Mr. Sawyer is entitled to an annual base salary of $480,000.Mr. Sawyer is also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Sawyer is employed on December 31 of such fiscal year. Mr. Sawyer’s target annual performance bonus will be equal to 85% of his base salary then-in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Sawyer’s fulfillment of performance goals established by the Organization and Compensation Committee of our Board of Directors.

In connection with the entry into the CEO Employment Agreement, Mr. Sawyer received a one-time grant of non-qualified stock options to purchase 150,000 shares of common stock, $0.01 par value per share, as an “inducement grant” under the rules of the Nasdaq Stock Market. The options will vest according to the following schedule: one-fourth of the shares subject to such award shall vest on each of the first, second, third and fourth anniversaries of the effective date of the Employment Agreement.

Either party may terminate Mr. Sawyer’s employment at any time, provided that Mr. Sawyer shall provide 30 days’ written notice to the Company of any such termination.

Mr. Sawyer is also subject to certain restrictive covenants as set forth in the CEO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Sawyer also agrees to assign certain intellectual property to the Company. Mr. Sawyer is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

Former President and Chief Executive Officer. Jason Grenfell-Gardner joined Teligent as our President and Chief Executive Officer and entered into an employment agreement, effective July 30, 2012 (the “Grenfell-Gardner Employment Agreement”). Under the Grenfell-Gardner Employment Agreement, Mr. Grenfell-Gardner was entitled to an annual base salary of $315,000, which was increased in 2017 in accordance with terms of the Grenfell-Gardner Employment Agreement to $459,638.Mr. Grenfell-Gardner was also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which was payable in either cash, stock options and/or restricted stock, provided Mr. Grenfell-Gardner was employed on December 31 of such fiscal year. Mr. Grenfell-Gardner’s target annual performance bonus was equal to 70% of his base salary then-in effect for the applicable fiscal year. The amount of any such annual performance bonus was to be determined by the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Grenfell-Gardner’s fulfillment of performance goals established by the Organization and Compensation Committee of our Board of Directors.

In connection with the entry into the Grenfell-Gardner Employment Agreement, Mr. Grenfell-Gardner received (i) 32,500 shares of restricted stock (the “Restricted Stock Award”), (ii) an option to purchase 97,500 shares of the Company’s common stock at an exercise price of $10.20 per share (the “Primary Option”) and (iii) a supplemental option to purchase 5,000 shares of the Company’s common stock (the “Supplemental Option”). The Restricted Stock Award and the Primary Option are subject to and governed by the terms of the 2009 Plan and a restricted stock award agreement and stock option award agreement, respectively. The Supplemental Option is subject to and governed by the terms of the 2009 Plan and stock option award agreements. To the extent not already vested, all of Mr. Grenfell-Gardner’s equity vested in full and became fully exercisable upon his resignation on February 4, 2020.

Either party was entitled to terminate Mr. Grenfell-Gardner’s employment at any time, provided that Mr. Grenfell-Gardner was required to provide 30 days’ written notice to the Company of any such termination.

Mr. Grenfell-Gardner was also subject to certain restrictive covenants as set forth in the Grenfell-Gardner Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Grenfell-Gardner also agreed to assign certain intellectual property to the Company. Mr. Grenfell-Gardner was also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

Chief Financial Officer.Mr. Finio joined Teligent as our Chief Financial Officer and Corporate Secretary pursuant to an employment agreement, dated January 2, 2018 (the “CFO Employment Agreement”). Under the CFO Employment Agreement, Mr. Finio receives an annual base salary of $331,500 which is subject to annual review by the Company. He also received a one-time sign-on bonus of $100,000 in cash. Mr. Finio is also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Finio is employed on December 31 of such fiscal year. Mr. Finio’s target annual performance bonus will be equal to 45% of his base salary then in effect for the applicable fiscal year. The amount of any such annual performance bonus shall be determined by the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Finio’s fulfillment of performance goals established by the Board of Directors or any committee with respect to the applicable fiscal year.

In connection with entering into the CFO Employment Agreement, Mr. Finio received a one-time grant of 3,000 RSUs and incentive stock options to purchase 12,500 shares of common stock. The RSUs and options are governed by the terms of the 2016 Plan and will vest according to the following schedule: one-third of the shares subject to such awards shall vest on each of the first, second and third anniversaries of the effective date of the CFO Employment Agreement. In addition, any options or restricted stock that remain unvested immediately prior to a change in control, as defined below, will immediately vest, provided that Mr. Finio remains in continuous service with the Company through the consummation of that change in control.

On January 3, 2020, pursuant to a Retention Bonus Program for certain key employees, Mr. Finio was awarded a retention bonus in the amount of $37,294 payable on June 30, 2020 provided Mr. Finio is employed as Chief Financial Officer of the Company on such date. On February 4, 2020, Mr. Finio received a grant of incentive stock options to purchase 25,000 shares of common stock at an exercise price equal to $3.90 per share. The options are governed by the terms of the 2016 Plan and will vest according to the following schedule: one-third of the shares subject to such awards shall vest on yearly basis beginning February 4, 2021. On March 2, 2020, based on Mr. Finio’s increased responsibilities, (i) his annual base salary was increased to $360,000, (ii) his target annual performance bonus was increased to 50% of his base salary, (iii) he was awarded an additional retention bonus of $37,294 payable on September 30, 2020 provided he is employed as Chief Financial Officer of the Company on such date and (iv) he received a grant of incentive stock options to purchase 26,359 shares of common stock at an exercise price equal to $4.40 per share. The options are governed by the terms of the 2016 Plan and will vest according to the following schedule: one-third of the shares subject to such awards shall vest on yearly basis beginning on March 2, 2021.

Either party may terminate Mr. Finio’s employment at any time, provided that Mr. Finio shall provide 30 days’ written notice to the Company of any such termination.

Mr. Finio is also subject to certain restrictive covenants as set forth in the CFO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Finio also agrees to assign certain intellectual property to the Company. Mr. Finio is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

Former General Counsel.  Martin Wilson joined Teligent as our General Counsel pursuant to an employment agreement, effective March 31, 2017 (the “GC Employment Agreement”). Under the GC Employment Agreement, Mr. Wilson received an annual base salary of $300,000. Mr. Wilson was also eligible to receive an annual performance bonus for each fiscal year during the term of his employment, which was payable in either cash, stock options and/or restricted stock, provided Mr. Wilson was employed on December 31 of such fiscal year. Mr. Wilson’s target annual performance bonus was equal to 40% of his base salary then in effect for the applicable fiscal year. The amount of any such annual performance bonus was determined by the Board of Directors or the Organization and Compensation Committee of the Board of Directors in their discretion, with reference to Mr. Wilson’s fulfillment of performance goals established by the Organization and Compensation Committee with respect to the applicable fiscal year.

In connection with his appointment, on April 25, 2017, Mr. Wilson received (i) a grant of incentive stock options to purchase 4,000 shares of common stock at an exercise price equal to $81.50 and (ii) 1,500 RSUs.One-third of the shares underlying such derivative securities was scheduled to vest ratably on an annual basis beginning onApril 25, 2018. On March 22, 2018, Mr. Wilson received: (i) a grant of incentive stock options to purchase 2,201 shares of common stock at an exercise price equal to $35.30 and (ii) 1,106 RSUs.One-third of the shares underlying such derivative securities was scheduled to vest ratably on an annual basis beginning on March 22, 2019.To the extent not already vested, Mr. Wilson forfeited any unvested equity upon his resignation on December 30, 2019.

Either party was entitled to terminate Mr. Wilson’s employment at any time, provided that Mr. Wilson was required to provide 30 days’ written notice to the Company of any such termination.

Mr. Wilson was also subject to certain restrictive covenants as set forth in the GC Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Wilson also agreed to assign certain intellectual property to the Company. Mr. Wilson was also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees. 

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table³ shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2019to each of the executive officers named in the Summary Compensation Table.

³ The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

Option Exercises and Stock Vested in 2019

The following table⁴ shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each executive officer named in the Summary Compensation Table during the fiscal year ended December 31, 2019.

No executive officer exercised an option to purchase our common stock during the fiscal year ended December 31, 2019.

⁴ The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any nonqualified defined contribution plans or other deferred compensation plan.

Potential Payments upon Termination or Change in Control

Set forth below is a description of the potential payments we would have needed to make upon termination of any of our named executive officers’ employment or upon a change in control of the Company in connection with the fiscal year ended December 31, 2019. Any such payments would be conditioned upon such executive’s execution and delivery to the Company, within 60 days following cessation of employment, of a general release of claims.

Payments upon Termination of Change in Control at December 31, 2019:

Termination by us without cause. If the executive’s employment is terminated by the Company without cause (as defined below), we are required to pay (i) their unpaid base salary through the effective date of termination and any reimbursable business expenses; (ii) the executive’s base salary as then in effect for a period of six months following termination of employment; and (iii) the executive’s annual performance bonus that would otherwise have been payable to the executive for the year in which the termination occurs, prorated as of the date of termination. Further, to the extent then unvested, upon such termination, a pro-rata portion of the executive’s options and restricted stock will become vested. However, any such payment obligations shall immediately terminate upon a judicial determination that the executive has breached certain confidentiality, non-solicitation, non-competition and/or conflict of interest provisions under their respective employment agreements.

Termination for any other reason. If the executive’s employment is terminated by the Company other than without cause (as defined below), including, but limited to, termination for cause, as a result of the executive’s death or disability, or as a result of the executive’s resignation, we are required to pay their unpaid base salary through the effective date of termination.

Payments upon a Change in Control. The employment agreements of Mr. Grenfell-Gardner, Mr. Finio and Mr. Wilson provide that, in the event of a “change in control,” provided they remain in continuous service with the Company through the consummation of such change in control, all unvested options and restricted stock awarded to them will immediately vest.

“Cause,” for purposes of each of the employment agreements, includes (i) commission of a willful and material act of dishonesty in the course of the executive’s duties under their respective employment agreements, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) the executive’s performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to the executive and given the executive 30 days within which to commence rehabilitation with respect thereto, and the executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism, which shall not have been cured within 30 days after the Company’s written notice of breach and its intention to terminate the executive’s employment in accordance with the provisions of his or her employment agreement, (v) the executive’s personal, willful and continuing misconduct or refusal to perform his or her duties and responsibilities, or to carry out directives of the Board of Directors, which, if capable of being cured, shall not have been cured within 60 days after the Company’s written notice of breach and its intention to terminate the executive’s employment in accordance with the provision of his or her employment agreement or (vi) material non-compliance with the terms of his or her respective employment agreement, including, but not limited to, any breach of certain confidentiality, non-solicitation, non-competition and conflict of interest provisions thereunder.

A “change in control,” for purposes of each of the employment agreements, includes (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) an individual or entity holding securities of the Company as of the date hereof which represent 3% or more of the outstanding voting power of the all securities on matters to be generally voted upon by the Company's stockholders, (ii) Jane Hager, Edward Hager, Steve Morris, Frank Gerardi or any of their respective affiliates, any entity of which any of the foregoing are trustees, or trusts established for their benefit, (iii) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iv) Signet Healthcare Partners, its affiliates or any of its affiliated funds, or (v) any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the owner, directly or indirectly, of outstanding securities of the Company representing 60% or more of the combined voting power of the Company's then outstanding securities; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 40% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) or a reincorporation of the Company into another jurisdiction; or (c) a sale of all or substantially all of the assetscosts of the Company.

Payments upon Terminationsolicitation of Change in Control as of January 9, 2020:

On January 9, 2020, the Organization and Compensation Committee approved the Teligent,proxies. The Company has engaged MacKenzie Partners, Inc. Change in Control Severance Policy (the “Policy”).  The purpose of the Policy is, a proxy solicitation firm, to provide certain Company employees, including the Company’s named executive officers, with certain compensation and other benefitsassist in the event of a termination of employment bysolicitation. The proxy solicitor will mail the Company (or its acquirer or successor) without Cause (as defined below) or by such employee for Good Reason (as defined below) that occurs duringthe period following the date on which a Change of Control (as defined below) is consummated, as designated in the addendum to the Policy for a participant's applicable salary grade classification.In addition, if an eligible employee is entitled to similar severance or benefit continuation under another Company severance policy or an employment or severance agreement with the Company or an affiliate, any severance payable or benefits provided under such other arrangement will reduce or otherwise offset the severance benefits provided under the Policy.

In the event of a qualifying termination, the Policy makes available benefits to the participants in a tiered approach, with the nature of the benefits provided based upon the seniority of the position such participant occupies.  Upon a qualifying termination, the Company’s named executive officers will receive (i) base salary continuation payments for a period of twelve months following the qualifying termination; (ii) a prorated portion of the target bonus for the year in which the qualifying termination occurs (the “Prorated Bonus”); (iii) an amount equal to the target annual bonus and (iv) continued medical, dental and vision coverage under COBRA, which ceases after twelve months or when the individual becomes covered by another employer program, whichever occurs first.  As more fully described in the Policy, upon a qualifying termination other participants will receive (i) base salary continuation payments for a period ranging from three months to twelve months (with certain participants entitled to additional base salary continuation payments based upon years of service to the Company); (ii) a Prorated Bonus; (iii) for certain participants, an amount equal to the target annual bonus and (iv) continued medical, dental and vision coverage under COBRA for periods ranging from six months to twelve months (or ceasing earlier if such participant becomes covered by another employer program).

In each case, receipt of any compensation or benefits under the Policy is subject to the participant’s execution of a general release of claims in favor of the Company, its successors and affiliates, and each of their officers, directors and employees.  In the event a participant has beached any duty of confidentiality, non-solicitation or non-competition owing to the Company, the participant will forfeit all further benefits payable under the Policy and will, at the Organization and Compensation Committee’s direction, be required to repay to the Company any benefits previously received under the Policy.

For purposes of the Policy:

“Cause”means "Cause" as defined in the participant's applicable employment or severance agreement, if any; or, if the participant has no employment or severance agreement or there is no such definition in the employment or severance agreement, "Cause" means the occurrence of one or more of the following events: (i) any act or omission to act by the participant which would reasonably be likely to have a material adverse effect on the business of the Company;(ii) the participant's conviction (including any pleas of guilty or nolo contendere) of any felony or any other crime (other than ordinary traffic violations);(iii)the participant's material misconduct or willful and deliberatenon-performance of his or her duties (other than as a result of disability);(iv) the participant's theft, embezzlement, dishonesty or fraud withrespect to the Company;(v) the participant's commission of an act involving fraud, dishonestyor moral turpitude which is actually or potentially injurious to the business interests or reputation of the Company;(vi) the participant's material breach of any written policy applicableto employees of the Company and its affiliates, where such breach is actually or potentially injurious to the business interests or reputation of the Company; or(vii) the participant's unauthorized disclosure of any confidential or proprietary information of the Company or its affiliates.

“Good Reason”means "Good Reason" as defined in the employee's applicable employment agreement, if any; or, if the employee has no employment agreement or there is no such definition in the employment agreement, "Good Reason" means the occurrence of any of the following events, without the participant's written consent: (i) amaterial reduction in the amount of the participant's base salary as of the date immediately prior to a Change of Control;(ii) theparticipant's job responsibilities are substantially reduced in scope compared with his or her duties as of the date immediately prior to a Change of Control; or(iii) amaterial change in the participant's principal place of employment to a location more than thirty-five (35) miles from his or her place of employment as of the date immediately prior to a Change of Control.

“Change of Control”means any of the following events: (i) any individual, firm, corporation or other entity, or any group (asdefined in Section 13(d)(3) of the Exchange Act) becomes, directly or indirectly, the beneficial owner (as defined in Rule 13d-3 as promulgated under the Exchange Act) of more than fifty percent (50%) of the then outstanding shares of the Company's common stock entitled to vote generally in the election of members of the Board of Directors; or(ii)the consummation of (a) a merger or other business combination of the Company with or into another corporation pursuant to which the stockholders of the Company do not own, immediately after the transaction, more than fifty percent (50%) of the voting power of the corporation that survives or (b) a sale, exchange or other disposition of all or substantially all of the assets of the Company.

Director Compensation

Effective January 1, 2016, after consultation with its compensation consultant, our Board of Directors unanimously revised the non-employee director compensation program. Under the Company’s new non-executive director compensation policy, each non-executive director of the Board of Directors shall receive the following compensation:

In addition, at the time of his or her appointment, each newly elected director shall be granted options to purchase 2,000 (adjusted for the Reverse Stock Split) shares of our common stock and shall receive payment of the applicable cash retainers, pro-rated for the duration of service during the year in which he or she has been appointed.

The following table⁵ shows the total compensation paid or accrued during the fiscal year ended December 31, 2019to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors. During fiscal year ended December 31, 2019, our non-employee directors were also granted options to purchase shares of common stock in lieu of their annual cash retainers (i) as a member of the Board, (ii) as a member of any committee on which he or she served, or (iii) for service as chairman of a committee on which he or she served. Mr. Sawyer, who serves as our Chief Executive Officer, does not receive additional compensation for his service as a director and, therefore, is not included in the Director Compensation table below. Mr. Grenfell-Gardner, who served as our Chief Executive Officer until February 4, 2020, did not receive additional compensation for his service as a director for the year ended December 31, 2019 and, therefore, is not included in the Director Compensation table below. All compensation paid to Mr. Grenfell-Gardner is reported in the Summary Compensation Table included under “Executive Compensation.”

⁵ The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

EQUITY COMPENSATION PLAN INFORMATION

The following table⁶ provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2019.

⁶The disclosures in the table and footnotes below give effect to the Reverse Stock Split.

REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which consists entirely of directors who meet the independence and experience requirements of Nasdaq, has furnished the following report:

The Audit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board of Directors, which is available on our website at www.teligent.com. This committee reviews and reassesses our charter annually and recommends any changes to the Board of Directors for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention and oversight of the work of Deloitte & Touche LLP. In fulfilling its responsibilities for the financial statements for the fiscal year ended December 31, 2019, the Audit Committee took the following actions:

Based on the Audit Committee’s review of the audited financial statements and discussions with management and Deloitte & Touche LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than the compensation agreements and other arrangements which are described in the “Executive Officer and Director Compensation” section of this proxy statement, during our last fiscal year, there has not been, and there is not currently proposed, any transaction or seriesNotice of similar transactions to which we were or will be a party in which the amount involved exceeded $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than five percent of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

Policies and Procedures Regarding Review, Approval, or Ratification of Related Person Transactions

The Audit Committee is responsible for reviewing and approving in advance the terms and conditions of all related person transactions. In carrying out its responsibilities, the Audit Committee reviews and considers information regarding the related person transaction as it deems appropriate under the circumstances, which may include information such as the related person’s interest in the transaction, the approximate dollar value involved in the transaction, whether the transaction was undertaken in the ordinary course of business, whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party and the purpose of, and the potential benefits to us of, the transaction. The Audit Committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is not inconsistent with our best interests.

ELECTION OF DIRECTORS

(Notice Item 1)

On June 8, 2020, the Board of Directors nominated Timothy B. Sawyer, Bhaskar Chaudhuri, Steven Koehler, John Celentano, Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr., for election at the annual meeting. If they are elected, they will serve on our Board of Directors until the 2021 AnnualSpecial Meeting of Stockholders and untilall materials relating to the Special Meeting to the Company’s stockholders, and will solicit votes of stockholders. The estimated fees anticipated to be paid to MacKenzie Partners, Inc. are approximately $12,500 and those costs will be borne by the Company (in addition to the Company’s paying the cost of mailing proxy materials). The Company’s directors and employees may also solicit proxies in person or by telephone, fax or email. The Company will pay these employees and directors no additional compensation for these services. The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their respective successors have been electedprincipals and qualified, or until his or her earlier resignation or removal.to obtain authority to execute proxies. The Company will reimburse such banks, brokers and other institutions, nominees and fiduciaries for their reasonable out-of-pocket costs.

Unless authorityREFERENCES TO OUR WEBSITE ADDRESS

References to voteour website address throughout this proxy statement and the accompanying materials are for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Timothy B. Sawyer, Bhaskar Chaudhuri, Steven Koehler, John Celentano, Carole S. Ben-Maimon, M.D. and Thomas J. Sabatino, Jr. In the event that anyinformational purposes only, or to fulfill specific disclosure requirements of the nominees become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

A plurality of the shares voted for each nominee at the annual meeting is required to elect each nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF TIMOTHY B. SAWYER, BHASKAR CHAUDHURI, STEVEN KOEHLER, JOHN CELENTANO, CAROLE S. BEN-MAIMON, M.D. AND THOMAS J. SABATINO, jr. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

ApprovAL OF an Amendment to the Teligent, Inc. 2016 Equity Incentive Plan to
increase the number of shares available thereunder from 400,000 to 4,400,000

(Notice Item 2) 

General

We are requesting that you vote to approve an amendment to the Teligent, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), which amendment was approved by the Organization and Compensation Committee and the Board of Directors on June 8, 2020, effective upon the approval by our stockholders at the 2020 Annual Meeting. In connection with the Reverse Stock Split, the number of shares available for issuance pursuant to the 2016 Plan was correspondingly adjusted from 4,000,000 shares to 400,000 shares. If this proposal is approved, the number of shares available for grant of awards under the 2016 Plan will be increased from 400,000 shares of common stock to an aggregate of 4,400,000 shares of common stock, notwithstanding shares of our common stock represented by awards granted under Teligent’s 1999 Director Plan or 2009 Equity Incentive Plan pursuant to Section 3(a)(ii) of the 2016 Plan. The disclosure presented below has been adjusted to reflect the Company’s Reverse Stock Split.

As of June 1, 2020, a total of 263,615 shares of our common stock remain available for issuance under the 2016 Plan.

On April 5, 2016, our Board of Directors approved the adoption of the 2016 Plan, effective upon approval by our stockholders at the 2016 Annual Meeting. Upon stockholder approval of the 2016 Plan, our 1999 Director Plan and our 2009 Equity Incentive Plan were terminated, such that no further grants were to be made under each such plan, although the terms of the respective plans continues to govern the terms of all outstanding grants made thereunder. As of June 1, 2020, options to purchase 52,883 shares of common stock were outstanding under the 2009 Equity Incentive Plan and options to purchase 42,000 shares of common stock were outstanding under the 1999 Director Plan.

The amendment to the 2016 Plan is being submitted to you for approval at the annual meeting in order to ensure favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Approval by our stockholders of the amendment to the 2016 Plan is also required by the Nasdaq Stock Market Listing Standards.

Our Board of Directors, the Organization and Compensation Committee and management all believe that the effective use of stock-based long-term incentive compensation is vital to our ability to achieve strong performance in the future. The 2016 Plan will maintain and enhance the key policies and practices adopted by our management and Board of Directors to align employee and stockholder interests. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the increase in the number of shares available for issuance under our 2016 Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors. Accordingly, our Board of Directors believes approval of the amendment to increase the aggregate number of shares available for issuance under the 2016 Plan is in our best interests and those of our stockholders and recommends a vote “FOR” the approval of the amendment to the 2016 Plan.

The following is a brief summary of the 2016 Plan, as amended by this Proposal. This summary is qualified in its entirety by reference to the text of the 2016 Plan, as amended, a copy of which is attached in its entirety asAppendix A to this Proxy Statement.

Material Features of the 2016 Plan

Eligibility.  The 2016 Plan allows us, under the direction of our Organization and Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees, consultants and directors who, in the opinion of the Organization and Compensation Committee, are in a position to make a significant contribution to our long-term success. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and to closely link compensation with Company performance. The 2016 Plan provides an essential component of the total compensation package, reflecting the importance that we place on aligning the interests of key individuals with those of our stockholders. All employees, directors and consultants of the Company and its affiliates are eligible to participate in the 2016 Plan. As of June 1, 2020, there were approximately 236 individuals eligible to participate. On June 1, 2020, the closing market price per share of our common stock was $3.56, as reported by The Nasdaq Stock Market.

Shares Available for Issuance.  The 2016 Plan, as amended, would provide for the issuance of up to 4,400,000 shares of our common stock, plus any shares of our common stock that are represented by awards granted under our 1999 Director Plan and 2009 Equity Incentive Plan that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after May 25, 2016. Generally, shares of common stock reserved for awards under the 2016 Plan that lapse or are canceled will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The 2016 Plan provides that no participant may receive awards for more than 1,000,000 shares of common stock in any fiscal year.

Limits on Grants to Non-Employee Directors. Under the 2016 Plan, the maximum grant-date fair value of all stock rights granted to any one non-employee director in any 12-month period is $500,000 as computed in accordance with FASB ASC Topic 718 (or any successor provision).  This limit does not apply to any stock rights or shares granted pursuant to a non-employee director’s election to receive stock rights or shares in lieu of cash retainers or other fees, to the extent such stock rights or shares have a fair value equal to the value of such cash retainers or other fees.

Performance Goals.  The 2016 Plan provides that our Organization and Compensation Committee may require that the vesting of certain awards be conditioned on the satisfaction of performance criteria related to objectives of the Company, an affiliate of the Company or a division or strategic business unit of the Company in which the relevant participant is employed, such as: (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, return on invested capital or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price or total stockholder return; (xi) income or earnings from continuing operations; (xii) cost targets, reductions and savings, expense management, productivity and efficiencies; (xiii) operational objectives, consisting of one or more objectives based on achieving progress in research and development programs or achieving regulatory milestones related to development and or approval of products; or (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share of one or more products or customers, geographical business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions.

Stock Options.  Stock options granted under the 2016 Plan may either be incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, or non-qualified stock options, whichSEC’s rules. These references are not intended to, meet those requirements. Incentive Stock Options may be granted to employees ofand do not, incorporate the Company and its affiliates. Non-qualified options may be granted to employees, directors and consultants of the Company and its affiliates. The exercise price of a stock option may not be less than 100% of the fair market valuecontents of our common stock on the date of grant. If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of our capital stock, the exercise price may not be less than 110% of the fair market value of our common stock on the date of grant and the term of the incentive stock option may not be longer than five years.

Award agreements for stock options include rules for exercise of the stock options after termination of service. Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement. Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for twelve months after termination of service on account of death or total and permanent disability.

Restricted Stock.  Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions. If the grantee does not satisfy the vesting conditionswebsite by the end of the restricted period, the restricted stock is forfeited.

During the restricted period, the holder of restricted stock has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable award agreement apply. For example, the holder of restricted stock may vote and receive dividends on the restricted shares; but he or she may not sell the shares until the restrictions are lifted.

Other Stock-Based Awards.  The 2016 Plan also authorizes the grant of other types of stock-based compensation including, but not limited to, phantom stock awards, stock appreciation rights and stock unit awards. Our Organization and Compensation Committee may award such stock-based awards subject to such conditions and restrictions as it may determine; however, each stock appreciation right shall have an exercise price which shall not be less than the fair market value of our common stock on the date of grant. These conditions and restrictions may include continued employment with us through a specified restricted period.

Plan Administration.   In accordance with the terms of the 2016 Plan, our Board of Directors has authorized our Organization and Compensation Committee to administer the 2016 Plan. The Organization and Compensation Committee may delegate part of its authority and powers under the 2016 Plan to one or more of our directors and/or officers, but only the Organization and Compensation Committee can make awards to participants who are directors or executive officers of the Company. In accordance with the provisions of the 2016 Plan, our Organization and Compensation Committee determines the terms of awards, including:

In addition, our Organization and Compensation Committee may, in its discretion, amend any term or condition of an outstanding award provided (i) such term or condition as amended is permitted by the 2016 Plan, and (ii) any such amendment shall be made only with the consent of the participant to whom such award was made, if the amendment is adverse to the participant.

Stock Dividends and Stock Splits.  If our common stock shall be subdivided or combinedreference into a greater or smaller number of shares, or if we issue any shares of common stock as a stock dividend, the number of shares of our common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend.

Corporate Transactions.  Upon a merger or other reorganization event, our Board of Directors may, in its sole discretion, take any one or more of the following actions pursuant to the 2016 Plan, as to some or all outstanding awards:

Amendment and Termination.  The 2016 Plan may be amended by our stockholders. It may also be amended by our Board of Directors, provided that any amendment approved by our Board of Directors which is of a scope that requires stockholder approval as required by the rules of the Nasdaq Stock Market, in order to ensure favorable federal income tax treatment for any incentive stock options under Code Section 422, or for any other reason is subject to obtaining such stockholder approval. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent.

Duration of Plan.   The 2016 Plan will expire by its terms on April 5, 2026.

Federal Income Tax Considerations

The material federal income tax consequences of the issuance and exercise of stock options and other awards under the 2016 Plan, based on the current provisions of the Code and regulations, are as set forth below. Changes to these laws could alter the tax consequences described below. This summary assumes that all awards granted under the 2016 Plan are exempt from or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation.

Incentive Stock Options. Incentive stock options are intended to qualify for treatment under Section 422 of the Code. An incentive stock option does not result in taxable income to the optionee or deduction to us at the time it is granted or exercised, provided that no disposition is made by the optionee of the shares acquired pursuant to the option within two years after the date of grant of the option nor within one year after the date of issuance of shares to the optionee (referred to as the “ISO Holding Period”). However, the difference between the fair market value of the shares on the date of exercise and the option price will be an item of tax preference includible in “alternative minimum taxable income” of the optionee. Upon disposition of the shares after the expiration of the ISO Holding Period, the optionee will generally recognize long term capital gain or loss based on the difference between the disposition proceeds and the option price paid for the shares. If the shares are disposed of prior to the expiration of the ISO Holding Period, the optionee generally will recognize taxable compensation, and we will have a corresponding deduction, in the year of the disposition, equal to the excess of the fair market value of the shares on the date of exercise of the option over the option price. Any additional gain realized on the disposition will normally constitute capital gain. If the amount realized upon such a disqualifying disposition is less than fair market value of the shares on the date of exercise, the amount of compensation income will be limited to the excess of the amount realized over the optionee’s adjusted basis in the shares.

Non-Qualified Options. Options otherwise qualifying as incentive stock options, to the extent the aggregate fair market value of shares with respect to which such options are first exercisable by an individual in any calendar year exceeds $100,000, and options designated as non-qualified options will be treated as options that are not incentive stock options.

A non-qualified option ordinarily will not result in income to the optionee or deduction to us at the time of grant. The optionee will recognize compensation income at the time of exercise of such non-qualified option in an amount equal to the excess of the then value of the shares over the option price per share. Such compensation income of optionees may be subject to withholding taxes, and a deduction may then be allowable to us in an amount equal to the optionee’s compensation income.

An optionee’s initial basis in shares so acquired will be the amount paid on exercise of the non-qualified option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares so acquired will be capital gain or loss.

Stock Grants.With respect to stock grants under the 2016 Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

With respect to stock grants involving the issuance of shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of the shares received at the first time the shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. A grantee may elect to be taxed at the time of receipt of shares rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the grantee subsequently forfeits such shares, the grantee would not be entitled to any tax deduction, including as a capital loss, for the value of the shares on which he or she previously paid tax. The grantee must file such election with the Internal Revenue Service within 30 days of the receipt of the shares. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

Stock Units.The grantee recognizes no income until the issuance of the shares. At that time, the grantee must generally recognize ordinary income equal to the fair market value of the shares received. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

Rules Particular to Specific Countries

The terms and conditions of the 2016 Plan may be amended with respect to particular types of participants as determined by the Board of Directors by an appendix to the 2016 Plan (the “Appendix”). We may adopt one or more Appendices. Each Appendix shall be approved by the Board of Directors and as required or advisable under applicable law. The terms of an Appendix shall govern only with respect to the types of participants specified in such Appendix. In the case that the terms and conditions set forth in an Appendix conflict with any provisions of the 2016 Plan, the provisions of the Appendix shall govern with respect to participant that are subject to such Appendix, provided, however, that such Appendix shall not be construed to grant the participant rights not consistent with the terms of the 2016 Plan, unless specifically provided in such Appendix.

Required Vote

The affirmative vote of a majority of the votes cast at the annual meeting is required to approve the amendment to the 2016 Plan.

Plan Benefits

Since the adoption of the Plan through June 1, 2020, we have granted the following stock options and RSUs under the Plan to the individuals and groups listed below. In all cases, the securities underlying such stock options or RSUs were shares of our common stock. As of the date hereof, we have granted only stock options and RSUs and no other type of award under the Plan:

The amounts of future grants under the Plan are not determinable and will be granted at the sole discretion of the Organization and Compensation committee or other delegated persons. We cannot determine at this time either the persons who will receive such awards under the Plan or the amount or types of any such awards.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT TO THE 2016 PLAN. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE AMENDMENT TO THE 2016 PLAN UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Notice Item 3)

The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2020. The Board of Directors proposes that the stockholders ratify this appointment. Deloitte & Touche LLP audited our financial statements for the fiscal year ended December 31, 2019. We expect that representatives of Deloitte & Touche LLP will be present at the annual meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

In deciding to appoint Deloitte & Touche LLP, the Audit Committee reviewed auditor independence issues and existing commercial relationships with Deloitte & Touche LLP and concluded that Deloitte & Touche LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2020.

The following table presents fees for professional audit services rendered by each of Deloitte & Touche LLP and EisnerAmper LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2019 and 2018, and fees billed for other services rendered by each of Deloitte & Touche LLP and EisnerAmper LLP during those periods. EisnerAmper LLP served as our independent registered public accounting firm until August 13, 2018, at which time they were dismissed and Deloitte & Touche LLP was appointed.

The percentage of services set forth above in the categories that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit), was 0%.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

1.          Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits and attest services and consultation regarding financial accounting and/or reporting standards.

2.          Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

3.          Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice.

4.          Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

In the event the stockholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider its appointment.

The affirmative vote of a majority of the shares cast affirmatively or negatively at the annual meeting is required to ratify the appointment of the independent registered public accounting firm.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION

AS DISCLOSED IN THIS PROXY STATEMENT

(Notice Item 4)

We are seeking your advisory vote as required by Section 14A of the Exchange Act on the approval of the compensation of our named executive officers as described in the compensation tables and related material contained in this proxy statement. Because your vote is advisory, it will not be binding on our Organization and Compensation Committee or our Board of Directors. However, the Organization and Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation. We have determined to hold an advisory vote to approve the compensation of our named executive officers annually, and the next such advisory vote will occur at the 2021 Annual Meeting of Stockholders.

Our compensation philosophy is designed to align each executive’s compensation with Teligent’s short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success. Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly related to performance factors that measure our progress against the goals of our strategic and operating plans, as well as our performance against that of our peer companies.

In accordance with the rules of the SEC, the following resolution, commonly known as a “say-on-pay” vote, is being submitted for a stockholder vote at the 2020 Annual Meeting:

“RESOLVED, that the compensation paid to the named executive officers of Teligent, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and the related material disclosed in this proxy statement is hereby APPROVED.”or the accompanying materials.

The affirmative vote ofa majority of the votes present or represented by proxy and entitled to vote at the annual meeting is required to approve, on an advisory basis, this resolution.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

CODE OF CONDUCT AND ETHICS

We have adopted a code of conduct and ethics, the Standards of Business Conduct that applies to all of our employees, including our chief executive officer and chief financial and accounting officers. The text of the Standards of Business Conduct is posted on our website at www.teligent.com. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of Nasdaq.

OTHER MATTERS

The Board of Directors knows of no other business which will be presented to the annual meeting.Special Meeting. If any other business is properly brought before the annual meeting,Special Meeting, proxies will be voted in accordance with the judgment of the persons named therein.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 2021 Annual Meeting of Stockholders, we must receive stockholder proposals (including director nominations) no earlier than April 16, 2021 and no later than May 16, 2021, provided, however, in the event that the date of the 2021 Annual Meeting is more than 60 days before or more than 60 days after July 15, 2021, proposals must be received no earlier than the 90^th day prior to the 2021 Annual Meeting Date and no later than 60 days prior to the 2021 Annual Meeting Date or the 15^th day following the day on which public announcement of the date of the 2021 Annual Meeting is first made by the Company. Proposals that are not received in a timely manner will not be voted on at the 2021 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the annual meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of our Chief Legal Officer and Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

Buena, New Jersey

June 10, 2020

Appendix A

TELIGENT, INC.

2016 EQUITY INCENTIVE PLAN

(as amended on May 21, 2018 and July 15, 2020)

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Teligent, Inc. 2016Equity Incentive Plan, have the following meanings:

provided, that if any payment or benefit payable hereunder upon or following a Change of Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of the Code in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change in Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets in accordance with Section 409A of the Code.

The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.

(a)   The number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 4,400,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company’s 1999 Director Plan and 2009 Equity Incentive Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after May 25, 2016, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan; provided, however, that no more than 2,500,000 Shares shall be added to the Plan pursuant to subsection (ii).

(b)   If an Option ceases to be “outstanding,” in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. 

The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Notwithstanding the foregoing, the Board of Directors may not take any action that would cause any outstanding Stock Right that would otherwise qualify as performance-based compensation under Section 162(m) of the Code to fail to so qualify. Subject to the provisions of the Plan, the Administrator is authorized to:

(a)   Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

(b)   Determine which Employees, directors and Consultants shall be granted Stock Rights;

(c)   Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect to more than 1,000,000 Shares be granted to any Participant in any fiscal year;

(d)   Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted, provided however, except in the case of death, disability, retirement or Change of Control, Stock Rights shall not vest, and any right of the Company to restrict or reacquire Shares subject to a Stock Grant shall not lapse, less than one (1) year from the date of grant, provided that time-based vesting may accrue incrementally over such one-year period; and provided further that, notwithstanding the foregoing, Stock Rights may be granted to non-employee directors having time-based vesting of less than one (1) year from the date of grant so long as no more than five percent (5%) of the Shares reserved for issuance under the Plan pursuant to Paragraph 3(a) above (as adjusted under Paragraph 25 of this Plan) may be granted in the aggregate pursuant to such awards;

(e)   Determine Performance Goals no later than such time as required to ensure that a Performance-Based Award which is intended to comply with the requirements of Section 162(m) of the Code so complies;

(f)    Amend any term or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that (i) such term or condition as amended is not prohibited by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of the Participant the Participant’s Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code;

(g)   Make any adjustments in the Performance Goals included in any Performance-Based Awards provided that such adjustments comply with the requirements of Section 162(m) of the Code; and

(h)   Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs and in accordance with Section 162(m) of the Code for all other Stock Rights to which the Committee has determined Section 162(m) is applicable. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.

To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.

(a)   General: The Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are deemed to be residents of the United States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants.

(b)Grants to Non-Employee Directors:  The maximum grant-date fair value of Stock Rights granted under the Plan in any 12-month period to any one non-Employee director shall be $500,000, in each case computed in accordance with FASB ASC Topic 718 (or any successor provision).  The foregoing limit related to non-Employee directors shall not apply to any Stock Rights or Shares granted pursuant to a non-Employee director’s election to receive Stock Rights or Shares in lieu of cash retainers or other fees (to the extent such Stock Rights or Shares have a fair value equal to the value of such cash retainers or other fees).

Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

(a)   Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option: 

(b)   ISOs: Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

Each Stock Grant to a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

The Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued. Under no circumstances may the Agreement covering stock appreciation rights (a) have an exercise price (per share) that is less than the Fair Market Value per share of Common Stock on the date of grant or (b) expire more than ten years following the date of grant.

The Company intends that the Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent as described in this Paragraph 8. 

Notwithstanding anything to the contrary herein, during any period when Section 162(m) of the Code is applicable to the Company and the Plan, Stock Rights granted under Paragraph 7 and Paragraph 8 may be granted by the Committee in a manner which is deductible by the Company under Section 162(m) of the Code (“Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment of written Performance Goals, which must be objective and approved by the Committee for a performance period of between one and five years established by the Committee (I) while the outcome for that performance period is substantially uncertain and (II) no more than 90 days after the commencement of the performance period to which the Performance Goal relates or, if less, the number of days which is equal to 25% of the relevant performance period. The Committee shall determine whether, with respect to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period until such certification is made by the Committee. The number of shares issued in respect of a Performance-Based Award to a given Participant may be less than the amount determined by the applicable Performance Goal formula, at the discretion of the Committee. The number of shares issued in respect of a Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period. Nothing in this Section shall prohibit the Company from granting Stock-Based Awards subject to performance criteria that do not comply with this Paragraph. 

An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares. 

Any Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.

The Company shall when required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant. 

By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void. 

Except as otherwise provided in a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:

Except as otherwise provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised: 

Except as otherwise provided in a Participant’s Option Agreement:

Except as otherwise provided in a Participant’s Option Agreement:

In the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.

For purposes of this Paragraph 18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

In addition, for purposes of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.

Except as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have not lapsed.

Except as otherwise provided in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause: 

Except as otherwise provided in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.

The Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 

Except as otherwise provided in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s date of death.

Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:

 “The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement. 

Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement.

(a)   Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a) and 4(c)shall also be proportionately adjusted upon the occurrence of such events and the Performance Goals applicable to outstanding Performance-Based Awards.

(b)   Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors.

With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived upon such Corporate Transaction).

In taking any of the actions permitted under this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically.

(c)   Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.

(d)   Adjustments to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the effect of any, Corporate Transaction and Change of Controland, subject to Paragraph 4, its determination shall be conclusive.

(e)   Modification of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute a “modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv).

(f)    Modification of Performance-Based Awards. Notwithstanding the foregoing, with respect to any Performance-Based Award that is intended to comply as “performance based compensation” under Section 162(m) of the Code, the Committee may adjust downwards, but not upwards, the number of Shares payable pursuant to a Performance-Based Award, and the Committee may not waive the achievement of the applicable Performance Goals except in the case of death or disability of the Participant. 

Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof. 

The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion. 

In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding. 

Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. 

The Plan will terminate on April 5, 2026, the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.

The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral of taxation upon exercise), and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers and in order to continue to comply with Section 162(m) of the Code; provided that any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Other than as set forth in Paragraph 25 of the Plan, the Administrator may not without shareholder approval reduce the exercise price of an Option or cancel any outstanding Option in exchange for a replacement option having a lower exercise price, any Stock Grant, any other Stock-Based Award or for cash. In addition, the Administrator not take any other action that is considered a direct or indirect “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed, including any other action that is treated as a repricing under generally accepted accounting principles. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this Paragraph 32 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25. 

Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time. 

If a Participant is a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures of the Company and its Affiliates) as of his separation from service, to the extent any payment under this Plan or pursuant to the grant of a Stock-Based Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, no payments due under this Plan or pursuant to a Stock-Based Award may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service.

The Administrator shall administer the Plan with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but neither the Administrator nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure to satisfy the requirements of Section 409A of the Code or otherwise.

Neither the Board nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law.

This Plan shall be construed and enforced in accordance with the law of the State of Delaware.

TELIGENT, INC. 105 LINCOLN AVENUE BUENA, NJ 08310 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TLGT2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D19425-P41412 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D22929-S08544 For Against Abstain 2. To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve such proposal or if there is not a quorum. 1. To approve, as required by Nasdaq Marketplace Rule 5635(b) and the Indenture governing the 9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”), the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture. TELIGENT, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark "For All Except"proposals 1 and write the number(s) of the nominee(s) on the line below. ! ! ! Nominees: 01) Carole S. Ben-Maimon 04) Timothy B. Sawyer 02) John Celentano 05) Steven Koehler 03) Bhaskar Chaudhuri 06) Thomas J. Sabatino, Jr. The Board of Directors recommends you vote FOR proposals 2, 3 and 4. 2. To approve an amendment to the Company's 2016 Equity Incentive Plan to increase the number of shares available for issuance thereunder from 400,000 to 4,400,000. 3. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. 4. To approve by an advisory vote the compensation of the Company's named executive officers as disclosed in the proxy statement. For Against Abstain ! ! ! ! ! ! ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTELIGENT, INC. 105 LINCOLN AVENUE BUENA, NJ 08310 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TLGT2020SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. D22930-S08544

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting: The Notice and Proxy Statement and Form 10-K areis available at www.proxyvote.com. D19426-P41412 TELIGENT, INC. AnnualSpecial Meeting of Stockholders July 15,October 22, 2020 10:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Timothy B. Sawyer and Damian Finio, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of TELIGENT, INC. that the stockholder(s) is/are entitled to vote at the AnnualSpecial Meeting of Stockholders to be held in a virtual meeting format via a live webcast that may be accessed at www.virtualshareholdermeeting.com/TLGT2020TLGT2020SM at 10:00 AM EDT on July 15,October 22, 2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side