ICO-TELEDESIC GLOBAL LIMITED







                             STOCKHOLDERS AGREEMENT







                                      AS OF



                                  JUNE 19, 2000







<PAGE>   2









                          ICO-TELEDESIC GLOBAL LIMITED



                             STOCKHOLDERS AGREEMENT



        This Stockholders Agreement (this "Agreement") is made as of the 19th

day of June, 2000, by and among ICO-Teledesic Global Limited, a Delaware

corporation (the "Company"), and the stockholders of the Company listed on

Schedule A hereto executing this Agreement (each, a "Stockholder"). The parties

acknowledge that Schedule A may be amended from time to time in accordance with

the terms of this Agreement.



                                   BACKGROUND



        A. The Company has been formed by Eagle River Investments, L.L.C.

("Eagle River") in order to assemble, through a series of strategic acquisitions

and mergers, certain global telecommunications networks, distribution

capabilities, operations systems and other assets to be a global satellite

communications company.



        B. The Company desires to provide certain information rights to the

Stockholders in connection with their equity interests.



        C. The Stockholders desire to restrict the sale, assignment, transfer,

encumbrance or other disposition of the shares of capital stock of the Company,

any warrants or other rights to purchase capital stock that the Stockholders

currently own or have subscribed for (as set forth in the attached Schedule A),

and any such securities of the Company that the Stockholders may later acquire

(collectively, the "Stock"), and to provide for certain rights and obligations

with respect to the Stock.



        Therefore, for good and valuable consideration the receipt and

sufficiency of which is acknowledged by each party, the parties agree as

follows:



                                    AGREEMENT



1.      DEFINITIONS



        Capitalized terms used in this Agreement shall have the meanings set

forth in Annex I to this Agreement.



2.      STOCK TRANSFERS



        2.1 DEFINITION OF "TRANSFER"



        For purposes of this Agreement, a "Transfer" is any direct or indirect

sale, assignment, pledge, encumbrance or other transfer or disposition of Stock.

With respect to a Stockholder that is an entity that (i) was formed for the

principal purpose of owning the Stock or (ii) whose assets solely or primarily

consist of the Stock, for purposes of this Agreement the term "Transfer"

includes but is not limited to (x) the direct or indirect transfer of a

controlling ownership or voting interest in such Stockholder or in the ultimate

direct or indirect



<PAGE>   3

controlling Person (or group of Persons acting in concert) of such Stockholder

and (y) any corporate transaction such as new issuances of equity, a merger or

other business combination, spin-off or distribution that would result in a

Change in Control of such Stockholder or of the ultimate direct or indirect

controlling Person (or group of Persons acting in concert) of such Stockholder.



        2.2 CONDITIONS TO TRANSFERS



        Except for Permitted Transfers (as defined in Section 2.3 below) and

other Transfers that comply with Articles 3, 4 and 5 of this Agreement, no

Stockholder shall Transfer any Stock.



        2.3 PERMITTED TRANSFERS



        The general prohibition against Transfer described in Section 2.2 and

the Transfer restrictions contained in Articles 3, 4 and 5 of this Agreement

shall not apply:



        (a)    to any Transfer by a Stockholder to the spouse or any lineal

               descendant of such Stockholder, including adopted children, or to

               a trust for the exclusive benefit of such Stockholder or such

               Stockholder's spouse or lineal descendants (provided, in the case

               of a trust, that the existing trustee(s) of such trust have the

               power to act with respect to the trust's assets without court

               approval);



        (b)    to any Transfer to the personal representative of a deceased

               Stockholder;



        (c)    with respect to a Stockholder that is a corporation, limited

               liability company, partnership or trust, to any Transfer to any

               Affiliate, stockholder, member (in the case of a Stockholder that

               is a limited liability company), partner (in the case of a

               Stockholder that is a partnership) or beneficiary (in the case of

               a Stockholder that is a trust) of such entity, or to any Transfer

               by such entity in connection with the liquidation, dissolution or

               other disposition of all or substantially all such entity's

               assets;



        (d)    subject to the provisions of this Section 2.3, to any Transfer by

               Eagle River, Mr. McCaw or any of their respective Affiliates of,

               in the aggregate, less than fifteen percent (15%) of their shares

               (on a fully diluted basis) of Stock to strategic partners or

               Associates of Eagle River, Mr. McCaw or any of their respective

               Affiliates;



        (e)    to any Transfer by any Stockholder of its Stock to Eagle River,

               Mr. McCaw or any of their respective Affiliates (other than the

               Company and its subsidiaries);

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC