Unassociated Document


    Exhibit
      10.1


    FORM
      OF SECURITIES PURCHASE AGREEMENT

     

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of June ____, 2008 (the “Effective
      Date”),
      between ICO Global Communications (Holdings) Limited, a Delaware corporation
      (the “Company”),
      and
      each of those persons listed on the signature pages as purchasers (“Purchasers”).

     

    Recitals

     

    A. The
      Company’s Class A Common Stock, par value $0.01 per share (the “Class
      A Common Stock”)
      is
      listed on the NASDAQ Global Market under the trading symbol “ICOG.” The Company
      files reports pursuant to the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”).

     

    B. The
      Company desires to issue and sell to Purchasers, and Purchasers desire to
      purchase from the Company, shares of Class A Common Stock. The shares will
      be
      issued and sold pursuant to the exemption from registration provided in
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    Agreement

     

    In
      consideration of the mutual covenants contained in this Agreement, and for
      other
      good and valuable, the Company and Purchasers agree as follows:

     

    
      1.Definitions.

    

     

    In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings below:

     

    “Action”
means
      any action, suit or investigation pending or threatened, in writing or
      otherwise, against or affecting the Company or any of its material properties
      before or by any court, arbitrator, governmental or administrative agency or
      regulatory authority (federal, state, county, local or foreign).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which is a federal legal holiday
      or
      a day on which banking institutions in the City of New York are authorized
      or
      required by law or other governmental action to close.

     

    “Claim”
has
      the
      meaning set forth in Section 5.5(c).

     

    “Class
      A Common Stock”
has
      the
      meaning set forth in the Recitals.

     

    “Closing”
means
      the closing of the purchase and sale of the Shares pursuant to Section 2,
      which shall occur two trading days subsequent to the execution by the parties
      of
      this Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Act”
means
      has the meaning set forth in the Recitals.

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section 5.5(c).

     

    “Indemnifying
      Party”
has
      the
      meaning set forth in Section 5.5(c).

     

    “IP
      Rights”
means
      all patents, patent rights, patent applications, registered trademarks and
      service marks, trademark rights, trademark applications, trade names, registered
      copyrights and all licenses owned or possessed by the Company or a Significant
      Subsidiary.

     

    “Lien”
means
      any lien, charge, encumbrance, security interest, right of first refusal or
      other restrictions of any kind.

     

    “Material
      Adverse Effect”
means
      any of (i) a material and adverse effect on the legality, validity or
      enforceability of this Agreement, (ii) a material and adverse effect on the
      results of operations, assets, prospects, business or condition (financial
      or
      otherwise) of the Company and its subsidiaries, taken as a whole, or
      (iii) a material impairment of the Company’s ability to perform on a timely
      basis its obligations under this Agreement.

     

    “Per
      Share Purchase Price”
has
      the
      meaning set forth in Section 2.1.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Registration
      Period”
has
      the
      meaning set forth in Section 5.2(a).

     

    “Registration
      Statement”
means
      a
      registration statement filed on the appropriate Form with, and declared
      effective by, the Commission under the Securities Act and covering the resale
      by
      Purchasers of the Shares.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
has
      the
      meaning set forth in the Recitals.

     

    “SEC
      Reports”
has
      the
      meaning set forth in Section 3.5.

     

    “Shares”
means
      the total number of shares of Class A Common Stock issued to the Purchasers
      pursuant to Section 2.1, except that in Section 4, "Shares" means those shares
      of Class A Common Stock to be issued to the respective Purchaser making the
      representations and warranties in Section 4.

     

    “Significant
      Subsidiary”
has
      the
      meaning set forth in Rule 1-02(w) of Regulation S-X under the Securities
      Act.

     

    
      
        
        

      

      
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      2.Purchase
        and Sale.

    

     

    2.1 Purchase
      and Sale.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing the
      Company shall issue and sell to Purchasers, and each Purchaser, severally and
      not jointly, shall purchase from the Company, the whole number of shares of
      Class A Common Stock equal to (a) the dollar amount set forth below Purchaser’s
      name on the signature page of this Agreement, divided by (b) the Per Share
      Purchase Price. The “Per Share Purchase Price” shall be equal to 95% of the
      average of the closing prices as reported on the Nasdaq Global Market for the
      20
      trading days ending on the trading date immediately preceding the Effective Date
      of this Agreement. 

     

    2.2 Closing
      Deliveries.
      (a) At the Closing, the Company shall deliver or cause to be delivered the
      following to each Purchaser:

     

    (i) a
      certificate evidencing the number of Shares purchased by such Purchaser
      registered in the name of such Purchaser;
      and

     

    (ii) the
      legal
      opinion of Holme Roberts & Owen, LLP, counsel to the Company, in the form
      attached hereto as Appendix A.

     

    (b) At
      the
      Closing, each Purchaser shall deliver or cause
      to be
      delivered to the Company the dollar amount set forth below such Purchaser’s name
      on the signature page of this Agreement in immediately available funds, by
      wire
      transfer to the account designated in Appendix B.

     

    3. Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations and warranties to each of
      the
      Purchasers as of the date hereof, except as otherwise specified: 

     

    3.1 Organization
      and Qualification.
      The
      Company and each Significant Subsidiary is duly incorporated, validly existing
      and in good standing under the laws of Delaware, with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. The Company and each Significant Subsidiary is duly
      qualified to conduct its businesses and is in good standing as a foreign
      corporation or other entity in each jurisdiction in which the nature of the
      business conducted or property owned by it makes such qualification necessary,
      except where the failure to be so qualified or in good standing, as the case
      may
      be, could not, individually or in the aggregate, reasonably be expected to
      result in a Material Adverse Effect and no proceeding has been instituted in
      any
      such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
      or curtail, such power and authority or qualification.

     

    3.2 Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder. The execution and delivery of this
      Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company in
      connection therewith. This Agreement has been duly executed and delivered by
      the
      Company and constitutes the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application.

     

    
      
        
        

      

      
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    3.3 No
      Conflicts.
      

     

    (a) The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not (i) conflict with or violate any provision of the Company’s
      certificate of incorporation or bylaws, or (ii) conflict with, or
      constitute a default (or an event that with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation (with or without notice, lapse of time
      or both) of, or result in the imposition of any Lien or restriction whatsoever
      upon any of the material properties or assets of the Company or any Significant
      Subsidiary pursuant to, any agreement, credit facility, debt or other instrument
      (evidencing a Company debt or otherwise) or other understanding to which the
      Company or any Significant Subsidiary is a party or by which any property or
      asset of the Company or any Significant Subsidiary is bound or affected, or
      (iii) result in a violation of any law, rule, regulation, order, judgment,
      injunction, decree or other restriction of any court or governmental authority
      to which the Company or any Significant Subsidiary is subject (including federal
      and state securities laws and regulations), or by which any property or asset
      of
      the Company or any Significant Subsidiary is bound or affected; except in the
      case of each of clauses (ii) and (iii), such as could not, individually or
      in
      the aggregate, reasonably be expected to result in a Material Adverse Effect.
      

     

    (b) Except
      where such a violation would not result in a Material Adverse Effect, neither
      the Company nor any Significant Subsidiary is in violation of or default under
      any provision of its respective certificate of incorporation, bylaws, or any
      material contract, instrument, judgment, order, writ or decree to which it
      is a
      party or by which it or any of its properties is bound; or is in violation
      of
      any material provision of any federal or state statute, rule or regulation
      applicable to the Company or such Significant Subsidiary.

     

    3.4 Issuance
      of the Shares.
      The
      Shares have been duly authorized and, when issued and paid for in accordance
      with this Agreement, will be duly and validly issued, fully paid and
      nonassessable, free and clear of all Liens. 

     

    3.5 SEC
      Reports.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
      thereof, for the twelve months preceding the date hereof (the foregoing
      materials, being collectively referred to herein as the “SEC
      Reports”).
      As of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The SEC Reports when read in their totality,
      with the disclosure contained in subsequent SEC Reports updating and as
      appropriate superseding the disclosure contained in preceding SEC Reports,
      present as of the date hereof do not contain any untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading.

     

    
      
        
        

      

      
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    3.6 Financial
      Statements.
      The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing. Such financial statements have been prepared in accordance with
      generally accepted accounting principles (GAAP) applied on a consistent basis
      during the periods involved, except as may be otherwise specified in such
      financial statements or the notes thereto, and fairly present in all material
      respects the financial position of the Company and its consolidated subsidiaries
      as of and for the dates thereof and the results of operations and cash flows
      for
      the periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments.

     

    3.7 Material
      Changes.
      Since
      March 31, 2008, except as specifically disclosed in the SEC Reports, there
      has
      been no event, occurrence or development that has had or that could reasonably
      be expected to result in a Material Adverse Effect.

     

    3.8 Compliance.
      Neither
      the Company nor any Significant Subsidiary (i) is in default under or in
      violation of (and no event has occurred that has not been waived that, with
      notice or lapse of time or both, would result in a default by the Company or
      such subsidiary), nor has the Company or such subsidiary received notice of
      a
      claim that it is in default under or that it is in violation of, any indenture,
      loan or credit agreement or any other agreement or instrument to which it is
      a
      party or by which it or any of its properties is bound (whether or not such
      default or violation has been waived), (ii) is in violation of any order of
      any court, arbitrator or governmental body, or (iii) is or has been in
      violation of any statute, rule or regulation of any governmental authority,
      including without limitation all foreign, federal, state and local laws relating
      to taxes, environmental protection, occupational health and safety, product
      quality and safety and employment and labor matters, except in each case as
      could not, individually or in the aggregate, have or reasonably be expected
      to
      result in a Material Adverse Effect.

     

    3.9 Litigation.
      After
      reasonable inquiry and except as specifically disclosed in the SEC Reports,
      the
      Company is unaware of (i) any Action which adversely affects or challenges
      the legality, validity or enforceability of this Agreement or the Shares;
      (ii) any Action which could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect; or (iii) any judgments, decrees, injunctions or
      orders of any court, government department, commission, agency, instrumentality
      or arbitrator made against the Company or any Significant Subsidiary or any
      of
      their assets or properties that have or reasonably could be expected to result
      in a Material Adverse Effect. None of the Company, any director or officer
      thereof (in his or her capacity as such) or any Significant Subsidiary, is
      or
      has been the subject of any Action involving a claim of violation of or
      liability under federal or state securities laws or a claim of breach of
      fiduciary duty. 

     

    
      
        
        

      

      
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    3.10 Insurance.
      The
      Company and each Significant Subsidiary is insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      are prudent and customary in the businesses in which the Company and each
      Significant Subsidiary is engaged, including, but not limited to, directors’ and
      officers’ insurance coverage of at least $10 million. The Company has no reason
      to believe that it will not be able to renew its existing insurance coverage
      as
      and when such coverage expires or to obtain similar coverage from similar
      insurers as may be necessary to continue its business on terms consistent with
      market for the Company’s line of business.

     

    3.11 Regulatory
      Permits.
      The
      Company and each Significant Subsidiary possesses all certificates,
      authorizations and permits issued by the appropriate federal, state, local
      or
      foreign regulatory authorities necessary to conduct its business as currently
      conducted, except where the failure to possess such permits could not,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Effect, and neither the Company nor any Significant Subsidiary has
      received any notice of proceedings relating to the revocation or modification
      of
      any such permits.

     

    3.12 Transactions
      With Affiliates.
      Except
      as set forth in the SEC Reports, none of the officers or directors (or their
      family members) of the Company or stockholders of the Company holding more
      than
      5% of any class of common stock of the Company is presently a party to any
      transaction with the Company (other than for services as employees, officers
      and
      directors), including any contract, agreement or other arrangement providing
      for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner.

     

    3.13 Sarbanes-Oxley;
      Internal Accounting Controls.
      The
      Company is in material compliance with all provisions of the Sarbanes-Oxley
      Act
      of 2002 (including the rules and regulations of the Commission adopted
      thereunder) which are applicable to it as of the date of this Agreement. The
      Company’s certifying officers have evaluated the effectiveness of the Company’s
      controls and procedures as of the date prior to the filing date of the most
      recently filed periodic report under the Exchange Act (such date, the
“Evaluation
      Date”).
      The
      Company presented in its most recently filed periodic report under the Exchange
      Act the conclusions of the certifying officers about the effectiveness of the
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date, there have been no significant
      changes in the Company’s disclosure controls and procedures (as such term is
      defined in Rule 13a-14(c) and Rule 15d-14(c) under the Exchange Act),
      in the Company’s internal control over financial reporting (as defined in Rule
      13a-15(f) or Rule 15d-15(f) under the Exchange Act) or, to the Company’s
      knowledge, in other factors that could significantly affect the Company’s
      disclosure controls and procedures or internal control over financial
      reporting.

     

    
      
        
        

      

      
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    3.14 Taxes.
      The
      Company and each Significant Subsidiary has filed all material federal, state
      and foreign income and franchise tax returns when due (or obtained appropriate
      extensions for filing) and has paid or accrued all taxes shown as due thereon,
      and the Company has no knowledge of a tax deficiency which has been or might
      be
      asserted or threatened against it or against any Significant Subsidiary which
      would have a Material Adverse Effect.

     

    3.15 Off-Balance
      Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship, directly or indirectly,
      between the Company and an unconsolidated or other off balance sheet entity
      that
      is required to be disclosed by the Company in its Exchange Act filings and
      is
      not so disclosed or that otherwise would be reasonably likely to have a Material
      Adverse Effect other than those disclosed in the Company’s SEC
      filings.

     

    3.16 Certain
      Fees.
      No
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement. Purchasers shall have no obligation with respect
      to any fees or with respect to any claims (other than such fees or commissions
      owed by an Purchaser pursuant to written agreements executed by such Purchaser
      which fees or commissions shall be the sole responsibility of such Purchaser)
      made by or on behalf of other Persons for fees of a type contemplated in this
      Section that may be due in connection with the transactions contemplated by
      this
      Agreement.

     

    3.17 Certain
      Registration Matters.
      Assuming the accuracy of each Purchaser’s representations and warranties set
      forth in Section, no registration under the Securities Act or applicable state
      law is required for the offer and sale of the Shares by the Company to
      Purchasers pursuant to this Agreement.

     

    3.18 Interim
      Events.
      Since
      the filing by the Company of its Quarterly Report on Form 10-Q on May 12, 2008,
      and except as otherwise disclosed in SEC Reports or as would not individually
      or
      in the aggregate have a Material Adverse Effect, neither the Company nor any
      Significant Subsidiary (i) has entered into or is party to or is otherwise
      bound
      by any written or oral contract, agreement, understanding, arrangement, lease,
      guaranty, or other obligation or series of related obligations or transactions;
      (ii) is a party to, or, directly or indirectly bound by any indenture, mortgage,
      deed of trust, or other agreement or instrument relating to the borrowing of
      money, the guarantee of indebtedness, or the granting of any security interest,
      negative pledge or other encumbrance on the assets of the Company or such
      Significant Subsidiary; or (iii) has incurred or is subject to any liabilities
      or obligations, fixed or contingent, matured or unmatured, or
      otherwise.

     

    
      
        
        

      

      
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    3.19 Bankruptcy.
      Neither
      the Company nor any Significant Subsidiary has admitted in writing its inability
      to pay its debts generally as they become due, filed or consented to the filing
      against it of a petition in bankruptcy or a petition to take advantage of any
      insolvency act, made an assignment for the benefit of creditors, consented
      to
      the appointment of a receiver for itself or for the whole or any substantial
      part of its property, or had a petition in bankruptcy filed against it, been
      adjudicated a bankrupt, or filed a petition or answer seeking reorganization
      or
      arrangement under the federal bankruptcy laws or any other laws of the United
      States or any other jurisdiction.

     

    3.20 Intellectual
      Property.
      To the
      best of the Company’s knowledge, the IP Rights are valid and enforceable rights
      and do not infringe or conflict with the rights of any third party. To the
      best
      of the Company’s knowledge, there is neither pending nor threatened nor is there
      any basis for any claim or litigation against the Company or any Significant
      Subsidiary contesting the validity or right to use any of the IP Rights, and
      none of the Company or the Significant Subsidiaries have received any notice
      of
      infringement upon or conflict with any asserted right of others nor, to the
      best
      of the Company’s knowledge, no person, corporation or other entity is infringing
      the IP Rights.

     

    3.21 Conduct
      of Business.
      Except
      as disclosed in the SEC Reports, the Company, directly or through subsidiaries,
      has all property, assets, leases, licenses, patents, trademarks, know-how,
      contracts or agreements (the “Assets”)
      reasonably necessary to operate the business of the Company as conducted as
      of
      the date hereof. To the Company’s knowledge, and except as disclosed in the SEC
      Reports, no purchase commitment for materials, supplies, component parts or
      items of inventory of the business to which the Company or a Significant
      Subsidiary is a party is in excess of the ordinary, normal, usual and current
      requirements of the business of the Company or such Significant Subsidiary
      or at
      a price in excess of the current reasonable market price. To the Company’s
      knowledge and except as disclosed in the SEC Reports, no contract or other
      obligation which relates to the business of the Company obligates the Company
      or
      a Significant Subsidiary (i) to provide products or services to third
      persons which the Company knows or has reason to believe is at price which
      would
      result in a material net loss on the sale or provision of such product or
      service, or which is pursuant to terms or conditions it cannot reasonably expect
      to satisfy or fulfill in their entirety; or (ii) to purchase or acquire
      services, information, products, inventory or equipment in excess of the normal,
      ordinary, usual and current requirements of the business of the Company or
      at a
      price in excess of the current reasonable market price.

     

    4. Representations
      and Warranties of Purchasers.
      Each
      Purchaser, severally and not jointly, hereby represents and warrants to the
      Company as follows:

     

    4.1 Investment
      Intent.
      Such
      Purchaser is acquiring the Shares as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Shares or any part thereof, without prejudice, however, to Purchaser’s
      right at all times to sell or otherwise dispose of all or any part of such
      Shares in compliance with applicable federal and state securities laws. Subject
      to the immediately preceding sentence, nothing contained herein shall be deemed
      a representation or warranty by Purchaser to hold the Shares for any period
      of
      time. Purchaser is acquiring the Shares hereunder in the ordinary course of
      its
      business. Purchaser does not have any agreement or understanding, directly
      or
      indirectly, with any Person to distribute any of the Shares.

     

    
      
        
        

      

      
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    4.2 Purchaser’s
      Status.
      At the
      time such Purchaser was offered the Shares, it was, and at the date hereof
      it
      is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.


     

    4.3 Access
      to Information.
      Such
      Purchaser acknowledges that it has reviewed the SEC Reports and has been
      afforded (i) the opportunity to ask such questions as it has deemed
      necessary of, and to receive answers from, representatives of the Company
      concerning the terms and conditions of the offering of the Shares and the merits
      and risks of investing in the Shares; (ii) access to information about the
      Company and its respective financial condition, results of operations, business,
      properties, management and prospects sufficient to enable it to evaluate its
      investment; and (iii) the opportunity to obtain such additional information
      that the Company possesses or can acquire without unreasonable effort or expense
      that is necessary to make an informed investment decision with respect to the
      investment. Such purchaser has conducted its own independent assessment,
      analysis and investigation with respect to the Company and its business at
      the
      time of entering into this Agreement and has agreed to enter into this Agreement
      based solely on this assessment, analysis and investigation.

     

    5. Registration
      Rights.

     

    5.1 Registration
      Statement.
      The
      Company shall prepare and file with the Commission, not later than 30 days
      after
      the Closing, a Registration Statement relating to the offer and sale of the
      Shares (together with any shares of Class A Common Stock or any other securities
      issued as a dividend or distribution in respect of the Shares) from time to
      time
      on a continuous basis by Purchasers pursuant to Rule 415 of the Securities
      Act and shall use commercially reasonable efforts to cause the Commission to
      declare such Registration Statement effective under the Securities Act
      (a) as promptly as practicable but (b) in no event later than 75 days after
      the Registration Statement was filed. If the Company fails to file a
      Registration Statement within 30 days after the Closing, the Company shall
      pay
      to each Purchaser 1% of the dollar amount set forth below such Purchaser’s name
      on the signature page of this Agreement for each 30 days subsequent to Closing
      such Registration Statement is not filed. If the Registration Statement is
      not
      effective under the Securities Act within 75 days after its filing, the Company
      shall pay to each Purchaser 1% of the dollar amount set forth below such
      Purchaser’s name on the signature page of this Agreement, and the Company shall
      pay to each Purchaser 1% of the dollar amount set forth below such Purchaser’s
      name on the signature page of this Agreement for each 30 days thereafter that
      such Registration Statement is not effective.

     

    
      
        
        

      

      
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    5.2 Obligations
      of the Company.
      In
      connection with the registration of the Shares, the Company shall:

     

    (a) Prepare
      and file the Registration Statement in accordance with the time period set
      forth
      in Section 5.1 and promptly prepare and file with the Commission such
      amendments (including post-effective amendments) to the Registration Statement
      and supplements to the prospectus included therein (a “Prospectus”)
      as may
      be necessary to keep the Registration Statement continuously effective and
      in
      compliance with the provisions of the Securities Act applicable thereto so
      as to
      permit the Prospectus forming part thereof to be current and useable by
      Purchasers for resales of the Shares until such date as is the earlier of (x)
      the date when all Shares covered by such Registration Statement have been sold
      or (y) the date on which the Shares may be sold without any restriction
      (including the volume limitations) pursuant to Rule 144 as determined by counsel
      to the Company pursuant to a written opinion letter, addressed to the Company’s
      transfer agent to such effect (the “Registration
      Period”)
      and
      take all lawful action such that the Registration Statement and any amendment
      thereto does not, when it becomes effective, contain an untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, not misleading and that the Prospectus
      forming part of the Registration Statement, and any amendment or supplement
      thereto, does not at any time during the Registration Period include an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading;

     

    (b) During
      the Registration Period, comply with the provisions of the Exchange Act and
      the
      Securities Act until such time as all of such Shares have been disposed of
      in
      accordance with the intended methods of disposition by Purchasers as set forth
      in the Prospectus forming part of the Registration Statement;

     

    (c) Prior
      to
      the filing with the Commission of the Registration Statement (including any
      amendments thereto) and the distribution or delivery of any Prospectus
      (including any supplements thereto), provide draft copies thereof to Purchasers
      and, with respect to language that pertains to Purchasers, reflect in such
      documents all such comments received from Purchasers within two full Business
      Days after receipt of such draft copies as Purchasers reasonably may
      propose;

     

    (d) (i) Register,
      qualify or make a determination of exemption for the Shares covered by the
      Registration Statement under such securities or “blue sky” laws of such
      jurisdictions as Purchasers reasonably request, (ii) prepare and file in
      such jurisdictions such amendments (including post-effective amendments) and
      supplements to such registrations and qualifications as may be necessary to
      maintain the effectiveness thereof at all times during the Registration Period,
      (iii) take all such other lawful actions as may be necessary to maintain
      such registrations, qualifications and exemptions in effect at all times during
      the Registration Period, and (iv) take all such other lawful actions
      reasonably necessary or advisable to qualify the Shares for sale in such
      jurisdictions; provided,
      however,
      that the
      Company shall not be required in connection therewith or as a condition thereto
      to (A) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify, (B) subject itself to general taxation in
      any such jurisdiction or (C) file a general consent to service of process
      in any such jurisdiction;

     

    
      
        
        

      

      
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    (e) As
      promptly as practicable after becoming aware of such event, notify Purchasers
      of
      the occurrence of any event, as a result of which the Prospectus included in
      the
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading, and promptly prepare an amendment to
      the
      Registration Statement and supplement to the Prospectus to correct such untrue
      statement or omission, and deliver a number of copies of such supplement and
      amendment to Purchasers as it may reasonably request;

     

    (f) As
      promptly as practicable after becoming aware of such event, notify Purchasers
      of
      the issuance by the Commission of any stop order or other suspension of the
      effectiveness of the Registration Statement and take all lawful action to effect
      the withdrawal, rescission or removal of such stop order or other
      suspension;

     

    (g) Take
      all
      such other lawful actions reasonably necessary to expedite and facilitate the
      disposition by Purchasers of their Shares in accordance with the intended
      methods therefor provided in the Prospectus which are customary under the
      circumstances;

     

    5.3 Purchasers’
      Obligations.
      In
      connection with the registration of the Shares, each Purchaser shall have the
      following obligations:

     

    (a) It
      shall
      be a condition precedent to the obligations of the Company to register the
      Shares that Purchaser (i) shall furnish to the Company such information
      regarding itself, the Shares held by it and the intended method of disposition
      of the Shares held by it as shall be reasonably required to effect the
      registration of such Shares and (ii) shall execute such documents in
      connection with such registration as the Company may reasonably
      request.

     

    (b) Purchaser
      agrees that, upon receipt of any notice from the Company of the occurrence
      of
      any event of the kind described in Section 5.2(e) or (f), it shall
      immediately discontinue its disposition of its Shares pursuant to the
      Registration Statement until Purchaser’s receipt of the copies of the
      supplemented or amended Prospectus contemplated by
      Section 5.2(e).

     

    5.4 Expenses
      of Registration.
      All
      expenses, other than underwriting discounts and commissions, incurred in
      connection with registrations, filings or qualifications pursuant to
      Section 5.1, including, without limitation, all registration, listing, and
      qualifications fees, printing and engraving fees, accounting fees, and the
      fees
      and disbursements of counsel for the Company shall be borne by the Company.
      Purchasers shall pay the fees of their legal counsel.

     

    
      
        
        

      

      
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    5.5 Indemnification
      and Contribution.

     

    (a) The
      Company shall indemnify and hold harmless Purchasers, and each of their
      respective officers, directors, employees, and agents, and each Person who
      controls such Purchaser within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act (each such Person being sometimes
      hereinafter referred to as an “Indemnified
      Person”)
      from
      and against any losses, claims, damages or liabilities, joint or several, to
      which such Indemnified Person may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon either a breach of the
      representations and warranties set forth in Section 3 of this Agreement or
      an
      untrue statement or alleged untrue statement of a material fact contained in
      any
      Registration Statement or an omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein, not misleading, or arise out of or are based upon an untrue statement
      or alleged untrue statement of a material fact contained in any Prospectus
      or an
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein, in the light of
      the
      circumstances under which they were made, not misleading; and the Company hereby
      agrees to reimburse such Indemnified Person for all reasonable legal and other
      expenses incurred by them in connection with investigating or defending any
      such
      action or claim as and when such expenses are incurred; provided,
      however,
      that the
      Company shall not be liable to any such Indemnified Person in any such case
      to
      the extent that any such loss, claim, damage or liability arises out of or
      is
      based upon (i) an untrue statement or alleged untrue statement made in, or
      an omission or alleged omission from, such Registration Statement or Prospectus
      in reliance upon and in conformity with written information furnished to the
      Company by such Indemnified Person expressly for use therein or (ii) in the
      case of the occurrence of an event of the type specified in Section 5.2(e),
      the use by the Indemnified Person of an outdated or defective Prospectus after
      the Company has notified the Indemnified Person in writing of such occurrence
      prior to the time such Indemnified Person has entered into any trade to dispose
      of the Shares related to such Prospectus.

     

    (b) Each
      Purchaser, severally and not jointly, agree to (i) indemnify and hold
      harmless the Company, its directors (including any person who, with his or
      her
      consent, is named in the Registration Statement as a director nominee of the
      Company), its officers who sign any Registration Statement and each Person,
      if
      any, who controls the Company within the meaning of either Section 15 of
      the Securities Act or Section 20 of the Exchange Act, against any losses,
      claims, damages or liabilities to which the Company or such other persons may
      become subject, under the Securities Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon either a breach of the representations and warranties of such
      Purchaser set forth in Section 4 of this Agreement or an untrue statement or
      alleged untrue statement of a material fact contained in such Registration
      Statement or Prospectus or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein (in light of the circumstances
      under
      which they were made, in the case of the Prospectus), not misleading, in each
      case to the extent, but only to the extent, that such untrue statement or
      alleged untrue statement or omission or alleged omission was made in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Purchaser expressly for use therein; and (ii) reimburse the Company for any
      legal or other expenses incurred by the Company in connection with investigating
      or defending any such action or claim as such expenses are
      incurred.

     

    
      
        
        

      

      
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    (c) Promptly
      after receipt by a Person seeking indemnification pursuant to this
      Section 5.5 (an “Indemnified
      Party”)
      of
      written notice of any investigation, claim, proceeding or other action in
      respect of which indemnification is being sought (each, a “Claim”),
      the
      Indemnified Party promptly shall notify the Person against whom indemnification
      pursuant to this Section 5.5 is being sought (the “Indemnifying
      Party”)
      of the
      commencement thereof; but the omission to so notify the Indemnifying Party
      shall
      not relieve it from any liability that it otherwise may have to the Indemnified
      Party, except to the extent that the Indemnifying Party is materially prejudiced
      and forfeits substantive rights and defenses by reason of such failure. In
      connection with any Claim as to which both the Indemnifying Party and the
      Indemnified Party are parties, the Indemnifying Party shall be entitled to
      assume the defense thereof. Notwithstanding the assumption of the defense of
      any
      Claim by the Indemnifying Party, the Indemnified Party shall have the right
      to
      employ separate legal counsel and to participate in the defense of such Claim,
      and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
      and expenses of such separate legal counsel to the Indemnified Party if (and
      only if): (i) the Indemnifying Party shall have agreed to pay such fees,
      costs and expenses, (ii) the Indemnified Party shall reasonably have
      concluded that representation of the Indemnified Party by the Indemnifying
      Party
      by the same legal counsel would not be appropriate due to actual or, as
      reasonably determined by legal counsel to the Indemnified Party, potentially
      differing interests between such parties in the conduct of the defense of such
      Claim, or if there may be legal defenses available to the Indemnified Party
      that
      are in addition to or disparate from those available to the Indemnifying Party,
      or (iii) the Indemnifying Party shall have failed to employ legal counsel
      reasonably satisfactory to the Indemnified Party within a reasonable period
      of
      time after notice of the commencement of such Claim. If the Indemnified Party
      employs separate legal counsel in circumstances other than as described in
      the
      preceding sentence, the fees, costs and expenses of such legal counsel shall
      be
      borne exclusively by the Indemnified Party. Except as provided above, the
      Indemnifying Party shall not, in connection with any Claim in the same
      jurisdiction, be liable for the fees and expenses of more than one firm of
      counsel for the Indemnified Party (together with appropriate local counsel).
      The
      Indemnified Party shall not, without the prior written consent of the
      Indemnifying Party (which consent shall not unreasonably be withheld), settle
      or
      compromise any Claim or consent to the entry of any judgment that does not
      include an unconditional release of the Indemnifying Party from all liabilities
      with respect to such Claim or judgment or contain any admission of
      wrongdoing.

     

    (d) If
      the
      indemnification provided for in this Section 5.5 is unavailable to or
      insufficient to hold harmless an Indemnified Party in respect of any losses,
      claims, damages or liabilities (or actions in respect thereof) referred to
      therein, then each Indemnifying Party shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such losses, claims, damages
      or
      liabilities (or actions in respect thereof) in such proportion as is appropriate
      to reflect the relative fault of the Indemnifying Party and the Indemnified
      Party in connection with the statements or omissions or alleged statements
      or
      omissions which resulted in such losses, claims, damages or liabilities (or
      actions in respect thereof), as well as any other relevant equitable
      considerations. The relative fault of such Indemnifying Party and Indemnified
      Party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission to state a material fact relates to information supplied by such
      Indemnifying Party or by such Indemnified Party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contribution pursuant to this Section 5.5(d) were
      determined by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to in this
      Section 5.5(d). The amount paid or payable by an Indemnified Party as a
      result of the losses, claims, damages or liabilities (or actions in respect
      thereof) referred to above shall be deemed to include any legal or other fees
      or
      expenses reasonably incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. 

     

    
      
        
        

      

      
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    (e) The
      obligations of the Company under this Section 5.5 shall be in addition to
      any liability which the Company may otherwise have to any Indemnified Person
      and
      the obligations of any Indemnified Person under this Section 5.5 shall be
      in addition to any liability which such Indemnified Person may otherwise have
      to
      the Company. The remedies provided in this Section 5.5 are not exclusive
      and shall not limit any rights or remedies which may otherwise be available
      to
      an Indemnified Party at law or in equity.

     

    5.6 Rule
      144.
      With a
      view to making available to Purchasers the benefits of Rule 144, the
      Company agrees to use its best efforts to comply with the provisions of
      paragraph (c)(1) of Rule 144.

     

    6. Other
      Agreements of the Parties.

     

    6.1 Listing
      of Shares on Nasdaq.
      The
      Company shall use its best efforts to cause the Shares to be listed on the
      Nasdaq Global Market within 15 days of their issuance. 

     

    6.2 Transfer
      of Shares.
      Shares
      may only be transferred in compliance with state and federal securities laws.
      In
      connection with any transfer of the Shares other than pursuant to an effective
      registration statement, the Company may require the transferor thereof to
      provide to the Company an opinion of counsel reasonably satisfactory to the
      Company, the form and substance of which opinion shall be reasonably
      satisfactory to the Company, to the effect that such transfer does not require
      registration of such transferred Shares under the Securities Act.

     

    6.3 Legends.
      Certificates evidencing the Shares will contain the following
      legend:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT,
      THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

     

    
      
        
        

      

      
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    6.4 Disclaimer
      of Other Representations and Warranties.
      EXCEPT
      AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER THE COMPANY NOR PURCHASERS
      MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY,
      IN RESPECT OF THEMSELVES, OR THEIR RESPECTIVE BUSINESS OR OPERATIONS, AND ANY
      SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY
      DISCLAIMED.

     

    7. Miscellaneous.

     

    7.1 Fees
      and Expenses.
      Each
      party shall pay all fees and expenses incurred by such party, including, but
      not
      limited to fees and expenses of its advisers, counsel, accountants and other
      experts, if any, incident to the negotiation, preparation, execution, delivery
      and performance of this Agreement. The Company shall pay all stamp and other
      taxes and duties levied in connection with the sale of the Shares.

     

    7.2 Entire
      Agreement.
      This
      Agreement, together with the Exhibits thereto, contain the entire understanding
      of the parties with respect to the subject matter hereof and supersede all
      prior
      agreements, understandings, discussions and representations, oral or written,
      with respect to such matters, which the parties acknowledge have been merged
      into such documents and exhibits.

     

    7.3 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile (provided the sender receives a
      machine-generated confirmation of successful transmission) at the facsimile
      number specified in this Section prior to 5:00 p.m. (New York City time) on
      a Business Day, (b) the next Business Day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section on a day that is not a Trading Day or later
      than 5:00 p.m. (New York City time) on any Business Day, (c) the
      Business Day following the date of mailing, if sent by U.S. nationally
      recognized overnight courier service, or (d) upon actual receipt by the
      party to whom such notice is required to be given. The address for such notices
      and communications shall initially be, for the Purchasers, as set forth under
      their signature below (or such other address as may be designated in writing
      hereafter, in the same manner, by such Purchaser), and if to the Company:


     

    Plaza
      America Tower I

    11700
      Plaza America Drive, Suite 1010

    Reston,
      Virginia 20190

    Attn.:
      General Counsel

    Facsimile:
      (703) 964-1401

     

    With
      a
      copy to: 

     

    Holme
      Roberts & Owen LLP

    Attn.:
      Garth B. Jensen

    1700
      Lincoln St., Suite 4100

    Denver,
      Colorado 80203

    Facsimile:
      (303) 866-0200

     

    
      
        
        

      

      
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    7.4 Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and by Purchasers holding a majority of the
      Shares issued pursuant to this Agreement. No waiver of any default with respect
      to any provision, condition or requirement of this Agreement shall be deemed
      to
      be a continuing waiver in the future or a waiver of any subsequent default
      or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such right. 

     

    7.5 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. 

     

    7.6 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. Neither party may assign this Agreement
      or any rights or obligations hereunder without the prior written consent of
      the
      other party. 

     

    7.7 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 5.5 (with respect to rights to indemnification and
      contribution).

     

    7.8 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Delaware, without regard to the
      principles of conflicts of law thereof. Each party hereto hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such Proceeding by mailing a copy thereof via registered or certified mail
      or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Agreement or
      the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of this Agreement, then the prevailing party in such
      Proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation
      and prosecution of such Proceeding.

     

    
      
        
        

      

      
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    7.9 Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    [remainder
      of page intentionally left blank]

     

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    
      	 	
              The
                Company:

            
	 	 
	 	
              ICO
                Global
                Communications (Holdings)

              Limited,
                a
                Delaware corporation

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    
      	 	
              Purchasers:

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
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    Appendix
      A

     

    Matters
      to be Covered in Opinion of Company Counsel

     

    Capitalized
      terms used and not defined herein shall have the meanings ascribed to them
      in
      the Agreement

     

    (i)
      The
      Shares have been duly authorized and validly issued and are fully paid and
      nonassessable.

     

    (ii)
      The
      Company has the corporate power to execute and deliver the Agreement, to issue,
      sell and deliver the Shares to the Purchasers and to perform its obligations
      under the Agreement.

     

    (iii)
      The
      execution, delivery and performance of the Agreement has been duly authorized
      by
      all requisite corporate action on behalf of the Company and the Agreement has
      been duly executed and delivered by the Company and constitutes the legal,
      valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms.

     

    
      
        
        

      

      
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    Appendix
      B

     

    Wire
      Transfer Instructions

     

     

    
      
        
        

      

      
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