<PAGE>

                                                                  Exhibit 10.7.1
                                                                  --------------

                  AMENDED AND RESTATED stockholders Agreement
                  -------------------------------------------

     This Amended and Restated Stockholders Agreement (this "Agreement"), dated
                                                             ---------
as of December 4, 2000, is by and among IWO Holdings, Inc., a Delaware
corporation ("Holdings"), the holders of Holdings' Class B Common Stock (or
              --------
rights thereto) listed on Exhibit A hereto (each individually, a "Class B
                          ---------                               -------
Stockholder" and, collectively, the "Class B Stockholders"), Paribas North
-----------                          --------------------
America, Inc., a Delaware corporation ("Paribas"), Investcorp Investment Equity
                                        -------
Limited, a Cayman Islands corporation ("IIEL"), and the other holders of Class D
                                        ----
Common Stock of Holdings (IIEL and each such other holder individually, a "Class
                                                                           -----
D Stockholder" and collectively, the "Class D Stockholders," and together with
-------------                         --------------------
the Class B Stockholders and Paribas, each a "Stockholder" and together, the
                                              -----------
"Stockholders").
-------------

                                    RECITALS
                                    --------

     WHEREAS, Holdings, the Class B Stockholders, Paribas and the Class D
Stockholders entered into a Stockholders Agreement, dated as of December 20,
1999 (the "Original Stockholders Agreement").
           -------------------------------

     WHEREAS, concurrently therewith, Holdings, Independent Wireless One
Corporation, a Delaware corporation ("IWO"), and the stockholders of IWO (the
                                      ---
"Founders") entered into a Founders Stock Exchange Agreement (the "Founders
---------                                                          --------
Stock Exchange Agreement"), dated as of December 20, 1999, pursuant to which all
------------------------
outstanding shares of IWO capital stock were exchanged for Class B Common Stock
of Holdings, par value $0.01 per share (the "Class B Common Stock"), on the
                                             --------------------
terms and conditions therein.

     WHEREAS, concurrently therewith, certain investors entered into
Subscription Agreements dated December 20, 1999 pursuant to which such investors
purchased shares of Holdings' Class A Common Stock, par value $0.01 per share
(the "Class A Common Stock"), Class B Common Stock, Class C Common Stock, par
      --------------------
value $0.01 per share (the "Class C Common Stock"), and Class D Common Stock,
                            --------------------
par value $0.01 per share (the "Class D Common Stock"), and certain members of
                                --------------------
management of IWO entered into a Management Stock Purchase Agreement and
Management Stock Bonus Agreements dated as of December 20, 1999 pursuant to
which such members of management purchased shares of Class B Common Stock.

     WHEREAS, shortly after the date hereof, Holdings will issue shares of Class
B Common Stock, Class C Common Stock and, upon authorization, Holdings' Class E
Common Stock, par value $0.01 per share (the "Class E Common Stock"), to certain
                                              --------------------
of Holdings' stockholders and new investors (the "Rights Offering").
                                                  ---------------

     WHEREAS, as of the date hereof, Paribas owns (either beneficially or of
record) 522,222.2100 shares of Class C Common Stock, and will own (either
beneficially or of record) pursuant to the Rights Offering, upon payment
therefor, an additional 123,265.2139 shares of Class C Common Stock (such shares
along with any shares of Class C Common Stock or Common Stock issued upon
conversion thereof or hereafter acquired by Paribas in any capacity prior to the
termination of the Agreement, whether upon exercise of options, conversion of
convertible securities, purchase, exchange or otherwise, collectively the
"Paribas Shares").
---------------
<PAGE>

     WHEREAS, as of the date hereof, each Class B Stockholder owns (either
beneficially or of record) the number of shares of Class B Common Stock set
forth opposite such Stockholder's name on Exhibit A hereto, and will own (either
                                          ---------
beneficially or of record) pursuant to the Rights Offering, upon payment
therefor, the additional number of shares of Class B Common Stock set forth
opposite such Stockholder's name on Exhibit A hereto (such shares along with any
                                    ---------
shares of Class B Common Stock or Common Stock issued upon conversion thereof or
hereafter acquired by the Class B Stockholders in any capacity prior to the
termination of this Agreement, whether upon exercise of options, conversion of
convertible securities, purchase, exchange or otherwise, collectively the "Class
                                                                           -----
B Shares").
--------

     WHEREAS, as of the date hereof, each Class D Stockholder owns (either
beneficially or of record) the number of shares of Class D Common Stock set
forth opposite such Stockholder's name on Exhibit A hereto (such shares along
                                          ---------
with any shares of Class D Common Stock or Common Stock issued upon conversion
thereof or hereafter acquired by the Class D Stockholders in any capacity prior
to the termination of this Agreement, whether upon exercise of options,
conversion of convertible securities, purchase, exchange or otherwise,
collectively the "Class D Shares", and together with the Class B Shares and the
                  --------------
Paribas Shares, the "Shares").
                     ------

     WHEREAS, as an inducement and a condition to the willingness of Holdings to
enter into the Founders Stock Exchange Agreement, Holdings required that each
Stockholder enter into, and each Stockholder agreed to enter into, the Original
Stockholders Agreement.

     WHEREAS, Holdings and Stockholders representing a majority in interest of
the Shares entered into Amendment No. 1 to the Original Stockholders Agreement,
dated as of September 12, 2000 ("Amendment No. 1").
                                 ---------------

     WHEREAS, Holdings effected a 30-for-one split of all classes of Class A
Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock
and Common Stock on November 27, 2000.

     WHEREAS, Holdings deems it necessary and advisable and in its best
interests, and in the best interests of the stockholders of Holdings, to restate
and further amend the Original Stockholders Agreement, as amended by Amendment
No. 1, and enter into this Agreement.

     WHEREAS, this Agreement amends and restates the Original Stockholders
Agreement, as amended by Amendment No. 1.

     WHEREAS, as an inducement and a condition to the willingness of Holdings to
consummate the Rights Offering, Holdings requires that this Agreement be entered
into.

                                   AGREEMENT
                                   ---------

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the Original Stockholders Agreement, as amended by
Amendment No. 1, is hereby amended and restated in its entirety to read as
follows:

                                       2
<PAGE>

     Section 1.  Definitions.
                 -----------

      As used in this Agreement, the following terms have the following
meanings:

     "Affiliate" means (a) any Person which, directly or indirectly, is in
      ---------
control of, is controlled by, or is under common control with, such Person or
(b) any Person who is a director or officer (i) of such Person, (ii) of any
subsidiary of such Person or (iii) of any Person described in clause (a) above.
For purposes of this definition, "control" of a Person means the power, directly
or indirectly, (x) to vote 50% or more of the securities having ordinary voting
power for the election of directors of such Person whether by ownership of
securities, contract, proxy or otherwise, or (y) to direct or cause the
direction of the management and policies of such Person whether by ownership of
securities, contract, proxy or otherwise.

     "Amendment No. 1" is defined in the Recitals.
      ---------------

     "Approved Sale" means a transaction or a series of related transactions
      -------------
which results in a change of economic beneficial ownership of Holdings or its
business of greater than 50% (disregarding for this purpose any disparate voting
rights attributable to the outstanding stock of Holdings), whether pursuant to
the sale of the stock of Holdings, the sale of all or substantially all of the
assets of Holdings, or a merger or consolidation; provided that a sale of stock
by an Initial Stockholder to (i) another Initial Stockholder or Affiliate
thereof, or (ii) a non-U.S. entity with respect to which an Initial Stockholder
or Affiliate thereof has an administrative relationship shall be disregarded
when determining if an Approved Sale has occurred.

     "Board" means the Board of Directors of Holdings.
      -----

     "Certificate of Incorporation" means the Amended and Restated Certificate
      ----------------------------
of Incorporation of Holdings to be filed with the Secretary of State of the
State of Delaware on or about the date hereof, as amended from time to time.

     "Chief Executive Officer" means the Chief Executive Officer of Holdings.
      -----------------------

     "Class A Common Stock" is defined in the Recitals.
      --------------------

     "Class A Shares" means the Class A Common Stock along with any shares of
      --------------
Class A Common Stock or Common Stock issued upon conversion thereof or hereafter
acquired by the Class A Stockholders in any capacity prior to the termination of
this Agreement, whether upon exercise of options, conversion of convertible
securities, purchase, exchange or otherwise.

     "Class A Stockholder" means a holder of Class A Common Stock.
      -------------------

     "Class A Warrant" means the Class A Stock Purchase Warrant issued on
      ---------------
January 1, 2000 by Holdings which entitles the holder(s) of the Class A Warrant,
upon the occurrence of a Warrant Triggering Event (as defined therein), to
purchase a number of shares of Common Stock of Holdings as specified therein and
requiring Holdings to redeem from the Class A Stockholders a number of shares of
Class A Common Stock equal to the number of Warrant Shares at a redemption price
equal to the par value of each share of Class A Common Stock so redeemed (with
only the holders of the Class A Common Stock being diluted by such purchase).

                                       3
<PAGE>

     "Class B Common Stock" is defined in the Recitals.
      --------------------

     "Class B Shares" is defined in the Recitals.
      --------------

     "Class B Stockholder" is defined in the Recitals.
      -------------------

     "Class C Common Stock" is defined in the Recitals.
      --------------------

     "Class C Stockholder" means a holder of Class C Common Stock.
      -------------------

     "Class D Common Stock" is defined in the Recitals.
      --------------------

     "Class D Divestiture Date" means the first date on which the Class D
      ------------------------
Stockholders, Class A Stockholders and Class E Stockholders collectively own
less than 50% of the total shares of (i) Class D Shares and Class A Shares held
by such holders as of the date hereof and (ii) Class E Shares issued to such
holders pursuant to the Rights Offering.  For the purposes of this definition, a
Class A Stockholder, Class D Stockholder or Class E Stockholder is deemed to
hold any Class A Shares, Class D Shares or Class E Shares that are held by (i)
an Affiliate of such stockholder or (ii) any Person who is a transferee of any
such stockholder or such stockholder's Affiliate, provided such Person is a
company incorporated in the Cayman Islands and it, or one of its Affiliates, has
an administrative relationship with such stockholder.

     "Class D Shares" is defined in the Recitals.
      --------------

     "Class D Stockholder" is defined in the Preamble.
      -------------------

     "Class E Common Stock" is defined in the Recitals.
      --------------------

     "Class E Shares" means the Class E Common Stock along with any shares of
      --------------
Class E Common Stock or Common Stock issued upon conversion thereof or hereafter
acquired by the Class E Stockholders in any capacity prior to the termination of
this Agreement, whether upon exercise of options, conversion of convertible
securities, purchase, exchange or otherwise.

     "Class E Stockholder" means a holder of Class E Common Stock.
      -------------------

     "Class E Warrant" means the Class E Stock Purchase Warrant issued on or
      ---------------
about the date hereof by Holdings which entitles the holder(s) of the Class E
Warrant, upon the occurrence of a Warrant Triggering Event (as defined therein),
to purchase a number of shares of Common Stock of Holdings as specified therein
and requiring Holdings to redeem from the Class E Stockholders a number of
shares of Class E Common Stock equal to the number of Warrant Shares at a
redemption price equal to the par value of each share of Class E Common Stock so
redeemed (with only the holders of the Class E Common Stock being diluted by
such purchase).

     "Closing Date" means December 20, 1999.
      ------------

     "Common Stock" means Holdings' Common Stock, par value $0.01 per share.
      ------------

     "Confidential Information" is defined in Section 10.
      ------------------------

                                       4
<PAGE>

     "Electing Offeree" is defined in Section 4(c).
      ----------------

     "Eligible Founders" means a Founder or a Permitted Founder Holder who
      -----------------
maintains ownership of at least 50% of the total of (i) shares of Class B Common
Stock (including any Common Stock issued upon conversion thereof) held by such
Founder on the date hereof and (ii) shares of Class B Common Stock (including
any Common Stock issued upon conversion thereof) issued to such Founder pursuant
to the Rights Offering.

     "Exchange Act" means the Securities and Exchange Act of 1934, as amended.
      ------------

     "for cause" means the director has committed:  (A) fraud or material
      ---------
dishonesty; or (B) intentional or willful or grossly negligent injury to
Holdings; (C) criminal conduct; or (D) continued neglect of his or her duties as
an employee or director which continues subsequent to 15 days written notice to
cure.

     "Founders" means the Persons listed on Exhibit B hereto and includes any
      --------                              ---------
Permitted Founder Holder.

     "Founders Designated Director" is defined in Section 3(d).
      ----------------------------

     "Founders Stock Exchange Agreement" is defined in the Recitals.
      ---------------------------------

     "Founders Divestiture Date" means the date on which the Founders
      -------------------------
collectively own less than 25% of the total of (i) Class B Shares held by the
Founders as of the date hereof and (ii) Class B Shares issued to the Founders
pursuant to the Rights Offering (including any Common Stock issued upon
conversion thereof).

     "Holder Notice" is defined in Section 5(c).
      -------------

     "Holdings" is defined in the Preamble.
      --------

     "Holdings Notice" is defined in Section 5(c).
      ---------------

     "Independent Telcos" is defined in Section 9.
      ------------------

     "Initiating Holder" is defined in Section 5(a).
      -----------------

     "IIEL" is defined in the Preamble.
      ----

     "IIEL Share Amount" is defined in Section 4(b).
      -----------------

     "Initial Public Offering" means the sale of any of the common stock of
      -----------------------
Holdings pursuant to a registration statement that has been declared effective
under the Act, if as a result of such sale (a) the issuer becomes a reporting
company under Section 12(b) or 12(g) of the Exchange Act and (b) such stock is
traded on the New York Stock Exchange or the American Stock Exchange, or is
quoted on the Nasdaq National Market, or is traded or quoted on any other
national stock exchange or national securities system.

                                       5
<PAGE>

     "Initial Stockholders" means the stockholders of Holdings who became
      --------------------
stockholders as of the Closing Date (including employees or directors of
Holdings or any Subsidiary who were granted options to purchase stock as of the
Closing Date) and as of the closing of the Rights Offering and any transferees
of such stockholders described in clause (i) or (ii) in the definition of
Approved Sale.

     "Investcorp IWO Limited Partnership" means Investcorp IWO Limited
      ----------------------------------
Partnership, a Cayman Islands Corporation.

     "IWO" is defined in the Recitals.
      ---

     "Long-Form Initiating Holders" is defined in Section 5(a)(i).
      ----------------------------

     "Long-Form Registration Statement" means a registration statement on Form
      --------------------------------
S-1 or Form S-2 or any successor thereto.

     "New Equity Financing" means the issuance by Holdings of additional equity
      --------------------
securities of Holdings, or securities convertible into, or exercisable or
exchangeable for, such equity securities other than issuances of equity
securities in connection with (a) stock incentive or compensation plans approved
by the Board, (b) business acquisitions by Holdings (c) issuances in connection
with debt or lease financings approved by the Board, (d) any redemption as
contemplated by the Certificate of Incorporation (e) any exercise of any options
or warrants outstanding as of the date hereof and (f) issuances of Common Stock
in connection with the Initial Public Offering.

     "Non-Election Notice" is defined in Section 4(d).
      -------------------

     "Odyssey" is defined in Section 3(d)(ii).
      -------

     "Odyssey Designated Director" is defined in Section 3(d)(ii).
      ---------------------------

     "Odyssey Divestiture Date" means the first date on which the Odyssey
      ------------------------
Holders own less than 50% of the total of (i) Class B Shares held by the Odyssey
Holders as of the date hereof and (ii) Class B Shares issued to the Odyssey
Holders pursuant to the Rights Offering.

     "Odyssey Holders" means Odyssey and any Permitted Odyssey Holder.
      ---------------

     "Option" is defined in Section 4(b).
      ------

     "Option Period" is defined in Section 4(b).
      -------------

     "Original Stockholders Agreement" is defined in the Recitals.
      -------------------------------

     "Paribas" is defined in the Preamble.
      -------

     "Paribas Shares" is defined in the Recitals.
      --------------

     "Permitted Founder Holder" means with respect to a Founder, the Founder's
      ------------------------
spouse, child, estate, personal representative, heir or successor, or a trust
for the benefit of such Founder

                                       6
<PAGE>

or such Founder's spouse, child or heir or to a partnership or limited liability
company the partners or members of which consist solely of such Founder or such
Founder's spouse, children or heirs.

     "Permitted Odyssey Holder" means with respect to Odyssey, (i) any general
      ------------------------
or limited partner or manager of Odyssey (an "Odyssey Partner") and (ii) any
                                              ---------------
Person which is an Affiliate, employee, officer, member, or general or limited
partner of Odyssey or of any Odyssey Partner and any Person which is an
Affiliate of or related to any of the foregoing Persons referred to in this
clause (ii).

     "Permitted Paribas Holder" means with respect to Paribas any Person which
      ------------------------
is an Affiliate of Paribas (i) any general or limited partner or manager of
Paribas (a "Paribas Partner") and (ii) any Person which is an Affiliate,
            ---------------
employee, officer, member, or general or limited partner of Paribas or of any
Paribas Partner and any Person which is an Affiliate of or related to any of the
foregoing Persons referred to in this clause (ii).

     "Permitted Transferee" means (a) a Stockholder or such Stockholder's
      --------------------
spouse, child, estate, personal representative, heir or successor, or a trust
for the benefit of such Stockholder or such Stockholder's spouse, child or heir
or to a partnership or limited liability company the partners or members of
which consist solely of such Stockholder or such Stockholder's spouse, children
or heirs, (b) with respect to Odyssey, any Permitted Odyssey Holder, (c) with
respect to Paribas, any Permitted Paribas Holder, (d) with respect to any
Founder, any other Stockholder or (e) Holdings with respect to transfers by any
employee of Holdings or any Subsidiary pursuant to any stock option agreement
with Holdings or any Holdings stock plan.

     "Person" means an individual, partnership, joint venture, limited liability
      ------
company, corporation, trust, unincorporated organization or a government or any
department or agency thereof.

     "Proposed Sale Notice" is defined in Section 4(a).
      --------------------

     "Prospective Sellers" is defined in Section 5(f)(i)(B).
      -------------------

     The terms "register," "registered" and "registration" refer to a
                --------    ----------       ------------
registration effected by preparing and filing a registration statement in
compliance with the Securities Act.

     "Registrable Stock" means:  (1) all Shares; (2) all Class A Common Stock;
      -----------------
(3) other Class C Common Stock outstanding as of the date hereof or to be issued
pursuant to the Rights Offering; (4) all Class E Common Stock; (5) any Common
Stock issued upon conversion of (1), (2), (3) or (4); (6) any shares of Common
Stock issued in connection with any redemption of Class A Common Stock upon
exercise of the Class A Warrant; (7) any shares of Common Stock issued in
connection with any redemption of Class E Common Stock upon exercise of the
Class E Warrant; and (8) all other securities issued or issuable with respect to
such stock by reason of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization.  Each share of Registrable Stock will cease to be Registrable
Stock when transferred by the holder to any other Person (a) in accordance with
a registered public offering or (b) in accordance with Rule 144.

                                       7
<PAGE>

     "Registration Expenses" is defined in Section 5(g).
      ---------------------

     "Requesting Holders" is defined in Section 5(a)(iii).
      ------------------

     "Rights Offering" is defined in the Recitals.
      ---------------

     "Rule 144" means Rule 144 promulgated by the SEC under the Securities Act.
      --------

     "Sale of the Corporation" has the meaning set forth in the Certificate of
      -----------------------
Incorporation.

     "SEC" means the Securities and Exchange Commission.
      ---

     "Securities Act" means the Securities Act of 1933, as amended.
      --------------

     "Shares" is defined in the Recitals.
      ------

     "Short-Form Initiating Holders" is defined in Section 5(a)(ii).
      -----------------------------

     "Short-Form Registration Statement" means a registration statement on Form
      ---------------------------------
S-3 or any successor form thereto.

     "SIBO" is defined in Section 9.
      ----

     "Stockholder" and "Stockholders" are defined in the Preamble.
      -----------       ------------

     "Subsidiary" means any joint venture, corporation, partnership or other
      ----------
entity as to which Holdings, whether directly or indirectly, has more than 50%
of the (i) voting rights or (ii) rights to capital or profits.

     "Supermajority Board Approval" means the affirmative vote of a majority of
      ----------------------------
the authorized number of directors of the Board including the affirmative vote
of any two directors who are Founders Designated Directors, the Odyssey
Designated Director or the Chief Executive Officer (if the Chief Executive
Officer shall then be a director), provided that if the Founder Divestiture Date
has occurred then "Supermajority Board Approval" shall mean the affirmative vote
of a majority of the authorized number of directors of the Board.

     "Total Share Amount" is defined in Section 4(b).
      ------------------

     "Transferring Holder" is defined in Section 4(a).
      -------------------

     Section 2.  Representations and Warranties of the Stockholders.
                 --------------------------------------------------

      Each Stockholder hereby severally and not jointly represents and warrants
to Holdings as follows:

          (a) Organization; Authorization; Validity of Agreement.  If such
              --------------------------------------------------
Stockholder is a corporation, partnership, trust or other legal entity, it is
duly organized and validly existing under the laws of its jurisdiction of
organization and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.  The execution and delivery
of this Agreement by such Stockholder and the performance by such Stockholder of
the obligations hereunder have been duly authorized by all necessary action on
the part of such Stockholder and

                                       8
<PAGE>

no other proceedings on the part of such Stockholder are necessary to authorize
its execution or performance of this Agreement or any of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such
Stockholder and constitutes a valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms, except that
(i) such enforcement may be subject to applicable bankruptcy, insolvency or
other similar laws, now or hereafter in effect, affecting creditors' rights
generally and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

          (b) Consents and Approvals; No Violations.  The execution and delivery
              -------------------------------------
of this Agreement does not and the performance of this Agreement by such
Stockholder will not (i) conflict with, violate or result in any breach of the
certificate of incorporation, by-laws or other similar organizational documents
of such Stockholder, (ii) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) or result in the creation of any Lien (as defined below) on any
property or assets of such Stockholder or (if such Stockholder is a corporation)
any of its subsidiaries, under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, lease, permit, franchise, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of its properties or assets is bound or affected or (iii)
conflict with or violate any order, writ, injunction, decree, judgment, statute,
rule or regulation applicable to such Stockholder or any of its properties or
assets.  The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign.

     (c)  Ownership of Shares.
          -------------------

          (i) Such Stockholder is the record or beneficial owner of that number
     and class of Shares set forth opposite such Stockholder's name on Exhibit A
                                                                       ---------
     attached hereto and such Shares constitute all of the outstanding shares of
     Class B Common Stock Class C Common Stock or Class D Common Stock owned of
     record or beneficially by such Stockholder.

          (ii) Such Stockholder has sole power of disposition with respect to
     all of the Shares owned by it and, with respect to Class B Common Stock and
     Class D Common Stock, sole voting power with respect to the matters set
     forth in Section 3(a), in each case with respect to all of the Shares owned
     by such Stockholder with no restrictions on such rights other than those
     set forth in the Certificate of Incorporation and subject to applicable
     federal and state securities laws and the terms of this Agreement.

     Section 3.  Board of Directors; Voting.
                 --------------------------

     (a) Board of Directors.  As of the date hereof, the Board consists of 11
         ------------------
directors.

                                       9
<PAGE>

     (b) Class B Voting.  Each Class B Stockholder hereby agrees that, during
         --------------
the period commencing on the date hereof and continuing until the Class D
Divestiture Date, at any meeting of the stockholders of Holdings or in
connection with any written consent of the stockholders of Holdings, such Class
B Stockholder will vote (or cause to be voted) the Shares held of record or
beneficially by such Class B Stockholder in the same manner as shares of capital
stock of Holdings that are held by the Class D Stockholders are voted in any
election of directors to the Board.  No Class B Stockholder, in its capacity as
such, may enter into any agreement or understanding with any Person prior to the
Class D Divestiture Date to vote, commit, agree to take any action or give
instructions in any manner inconsistent with this Section 3(b).

     (c) Class B Proxy.  Each Class B Stockholder hereby grants to, and
         -------------
appoints, Holdings and Christopher J. Stadler and Mamoun Askari, in their
respective capacities as officers of Holdings, and any individual who will
hereafter succeed to any such office of Holdings and any other designee of
Holdings, each of them individually, such Class B Stockholder's irrevocable
(until the Class D Divestiture Date) proxy and attorney-in-fact (with full power
of substitution) to vote the Shares as indicated in Section 3(b) above.  Each
Class B Stockholder intends this proxy to be irrevocable (until the Class D
Divestiture Date) and coupled with an interest and will take such further action
and execute such other instruments as may be necessary to effectuate the intent
of this proxy.  Each Class B Stockholder hereby revokes any proxy previously
granted by such Class B Stockholder with respect to the Shares.  This proxy will
terminate automatically on the Class D Divestiture Date.

     (d)  Class D Voting.
          --------------

          (i) Each Class D Stockholder hereby agrees that, during the period
     commencing on the date hereof and continuing until the Founders Divestiture
     Date, at any meeting of the stockholders of Holdings or in connection with
     any written consent of the stockholders of Holdings, such Class D
     Stockholder will vote (or cause to be voted) the Shares held of record or
     beneficially by such Class D Stockholder in favor of three designated
     directors to the Board specified by a majority in interest (determined as
     of the record date of such vote) of the Eligible Founders (each a "Founders
                                                                        --------
     Designated Director").  The Eligible Founders shall designate Alfred
     -------------------
     Boschulte, J.K. Hage III and Harley Ruppert as Founder Designated Directors
     until such time as those individuals are unwilling or unable to serve.  No
     Class D Stockholder, in its capacity as such, may enter into any agreement
     or understanding with any Person prior to the Founders Divestiture Date to
     vote, commit, agree to take any action or give instructions in any manner
     inconsistent with this Section 3(d)(i).

          (ii) Each Class D Stockholder hereby agrees that, during the period
     commencing on the date hereof and continuing until the Odyssey Divestiture
     Date, at any meeting of the stockholders of Holdings or in connection with
     any written consent of the stockholders of Holdings, such Class D
     Stockholder will vote (or cause to be voted) the Shares held of record or
     beneficially by such Class D Stockholder in favor of one designated
     director to the Board specified by Odyssey Investment Partners Fund, LP
     ("Odyssey") (the "Odyssey Designated Director").  No Class D Stockholder,
       -------         ---------------------------
     in its capacity as such, may enter into any agreement or understanding with
     any Person prior to

                                       10
<PAGE>

     the Odyssey Divestiture Date to vote, commit, agree to take any action or
     give instructions in any manner inconsistent with this Section 3(d)(ii).

     (e)  Class D Proxy.
          -------------

          (i) Each Class D Stockholder hereby grants to, and appoints, Holdings
     and Steven M. Nielsen, in his capacity as an officer of Holdings, and any
     individual who will hereafter succeed to any such office of Holdings and
     any other designee of Holdings, each of them individually, such Class D
     Stockholder's irrevocable (until the Founders Divestiture Date) proxy and
     attorney-in-fact (with full power of substitution) to vote the Shares as
     indicated in Section 3(d)(i) above.  Each Class D Stockholder intends this
     proxy to be irrevocable (until the Founders Divestiture Date) and coupled
     with an interest and will take such further action and execute such other
     instruments as may be necessary to effectuate the intent of this proxy.
     Each Class D Stockholder hereby revokes any proxy previously granted by
     such Class D Stockholder with respect to the Shares that is inconsistent
     with this proxy.  This proxy will terminate automatically on the Founders
     Divestiture Date.

          (ii) Each Class D Stockholder hereby grants to, and appoints, Holdings
     and Steven M. Nielsen, in his capacity as an officer of Holdings, and any
     individual who will hereafter succeed to such office of Holdings and any
     other designee of Holdings, each of them individually, such Class D
     Stockholder's irrevocable (until the Odyssey Divestiture Date) proxy and
     attorney-in-fact (with full power of substitution) to vote the Shares as
     indicated in Section 3(d)(ii) above.  Each Class D Stockholder intends this
     proxy to be irrevocable (until the Odyssey Divestiture Date) and coupled
     with an interest and will take such further action and execute such other
     instruments as may be necessary to effectuate the intent of this proxy.
     Each Class D Stockholder hereby revokes any proxy previously granted by
     such Class D Stockholder with respect to the Shares that is inconsistent
     with this proxy.  This proxy will terminate automatically on the Odyssey
     Divestiture Date.

     (f) Committees.  During the period commencing on the date hereof and
         ----------
continuing until the Founders Divestiture Date, any committee of the Board
established by the Board shall have at least one member that is a Founders
Designated Director, unless the such committee has been established for the
purpose of evaluating a contract or transaction in which the Founders or the
Founders Designated Directors have a financial interest.  For so long as J.K.
Hage III is a director, he shall be such Founder Designated Director on each
such committee.

     (g) Board of IWO.  During the period commencing on the date hereof and
         ------------
continuing until the Founders Divestiture Date, at any meeting of the
stockholders of IWO or in connection with any written consent of the
stockholders of IWO, Holdings will vote (or cause to be voted) the shares of
capital stock held of record or beneficially by Holdings in favor of those
individuals who serve as directors of Holdings as directors of IWO.

     (h) Change of Business.  Until the earlier of an Initial Public Offering or
         ------------------
the Founders Divestiture Date, Holdings and IWO shall not, without Supermajority
Board Approval, engage, or permit any of its subsidiaries to engage, in any
business other than the telecommunications business and the businesses related
thereto, including without limitation, the businesses

                                       11
<PAGE>

described in or contemplated by the Confidential and Proprietary Information
Memorandum of IWO dated August 1999.

     (i) Removal for Cause.  No Founders Designated Director may be removed from
         -----------------
office except for cause without the consent of a majority in interest of the
Class B Stockholders.

     (j) Founders Designated Director Vacancies.  Until the Founders Divestiture
         --------------------------------------
Date, in the event any Founders Designated Director ceases to serve as a member
of the Board, the resulting vacancy shall be filled by a designee selected by
the remaining Founders Designated Directors, or, if none remain, by a majority
in interest (determined as of the record date of such vote) of the Eligible
Founders.

     Section 4.  Right of First Offer on Shares.
                 ------------------------------

     (a) In the event that any Class B Stockholder, Paribas or any Permitted
Transferee holding Class B Shares or Paribas Shares proposes to sell, transfer,
assign or otherwise dispose of any Class B Shares or Paribas Shares (including
but not limited to any transfer, assignment or other disposition by operation of
law) (the "Transferring Holder") to any Person other than a Permitted
           -------------------
Transferee, the Transferring Holder must furnish to Holdings, IIEL, Paribas and
the Class B Stockholders a written notice specifying the number of Class B
Shares or Paribas Shares proposed to be sold, the proposed sale price and all
other material terms and conditions of the proposed sale (a "Proposed Sale
                                                             -------------
Notice").
------

     (b) Holdings, IIEL, Paribas and the Class B Stockholders will each then
have the irrevocable option, exercisable by written notice to the Transferring
Holder within 20 days after receipt of a Proposed Sale Notice (the "Option
                                                                    ------
Period"), to purchase all (but not less than all) of the Shares covered by such
------
Notice at the same price and on the same terms and conditions contained in the
Proposed Sale Notice (the "Option").  As between Holdings, on the one hand, and
                           ------
IIEL, the Class B Stockholders and Paribas (provided it is not the Transferring
Holder), on the other hand, Holdings will have first priority with respect to
the Option.  If Holdings is prohibited from or unwilling to exercise the Option
then the Shares covered by the Option shall be allocated between IIEL, the Class
B Stockholders and Paribas (provided it is not the Transferring Holder) pro rata
(i) in the case of IIEL, based on (A) the outstanding number of Class A Shares
and Class D Shares plus the number of shares, if any of Class B Shares or Class
C Shares owned by IIEL and Investcorp IWO Limited Partnership (or any of their
Affiliates or any Person who is a transferee of any such stockholder or such
stockholder's Affiliate, provided such Person is a company incorporated in the
Cayman Islands and it, or one of its Affiliates, has an administrative
relationship with such stockholder) (collectively, the "IIEL Share Amount") to
                                                        -----------------
(B) the IIEL Share Amount plus the aggregate number of Class B Shares and
Paribas Shares owned by Class B Stockholders and Paribas Electing Offerees (as
defined below) (together with the IIEL Share Amount, the "Total Share Amount");
                                                          ------------------
and (ii) in the case of the Class B Stockholders and Electing Offerees and
Paribas, based on (X) the number of Class B Shares and Paribas Shares owned by
such Stockholders to (B) the Total Share Amount.  IIEL may assign its rights
under this Section 4(b) to an Affiliate of IIEL or any Person who is a company
incorporated in the Cayman Islands and with which it, or one of its Affiliates,
has an administrative relationship with IIEL.

                                       12
<PAGE>

     (c) In the event that Holdings, or IIEL, a Class B Stockholder or Paribas
(provided it is not the Transferring Holder), elects to exercise the Option
(either, an "Electing Offeree"), the closing of the purchase or purchases
             ----------------
pursuant to the exercise of the Option will occur at the offices of Holdings on
the date specified in the notice of exercise, which date will not be later than
30 days after receipt by the Transferring Holder of such notice of exercise (or
an earlier date mutually agreed upon by the Transferring Holder and the Electing
Offeree).  At such closing, (i) the Transferring Holder will deliver to the
Electing Offeree the stock certificates evidencing such Shares in valid form for
transfer with all appropriate and duly executed assignments, stock powers or
endorsements bearing any necessary documentary stamps and accompanied by such
certificates of authority, consents to transfer or other instruments or
evidences of good title of the Transferring Holder to such Shares, free and
clear of all claims, liens, pledges and encumbrances, as the Electing Offerees
may reasonably requested, and (ii) each Electing Offeree will pay to the
Transferring Holder the applicable purchase price.

     (d) If the Option is not validly exercised within the Option Period or if,
prior to the expiration of the Option Period, either Holdings, or IIEL, a Class
B Stockholder or Paribas (provided it is not the Transferring Holder), as the
case may be, send the Transferring Holder written notice indicating that it will
not exercise the Option (a "Non-Election Notice"), then the Transferring Holder
                            -------------------
will be free, for a period of 90 days beginning on earlier of the day after the
expiration of the Option Period or the date the Transferring Holder has received
a Notice of Non-Election, to sell the Shares to any other purchaser or
purchasers at prices, terms and conditions no less favorable to the Transferring
Holder than those contained in the Proposed Sale Notice; provided that in no
                                                         --------
event may the total number of Persons holding Class B Common Stock and Class C
Common Stock as a result of sales pursuant to this Section 4(d) exceed 100
Persons.

     (e) The provisions of this Section 4 shall not apply to the following: (i)
a transfer by such Class B Stockholder or Paribas to a Permitted Transferee or
by a Permitted Transferee to another Permitted Transferee, provided that any
such Permitted Transferee agrees in writing to be bound by all provisions of
this Agreement applicable to the Transferring Holder to the extent such
provisions by their terms continue in effect; (ii) subject to the prior written
consent of Holdings, any Class B Stockholder or a Permitted Transferee may
pledge Shares in a bona fide credit transaction with an unaffiliated financial
institution, except that any employee of Holdings or any Subsidiary shall be
permitted to pledge or assign his shares to a bank, broker or other unaffiliated
financial institution in connection with the exercise of options granted to
employees of Holdings or any Subsidiary, provided such pledge or assignment
receives the prior written approval of the Board; and (iii) Investcorp IWO
Limited Partnership may transfer its Class B Shares to any Person together with
an assignment of this Agreement within six months of the date hereof.

     (f) The provisions of this Section 4 will expire immediately prior to (and
shall not apply to) the closing of the Initial Public Offering.  In addition,
the provisions of this Section 4 will not apply to any Transfer that occurs as a
result of the closing of a Tag Along Transfer (as defined in Section 4 of
Article IV of the Certificate of Incorporation) or to any transfer of shares of
Class B Common Stock to Holdings, one or more members of IWO management or
Odyssey.

                                       13
<PAGE>

     Section 5.  Registration Rights.
                 -------------------

          (a)  Required Registrations.
               ----------------------

          (i) At any time after December 1, 2000, holders of at least 40% of the
Class D Shares that are Registrable Stock may request to Holdings in writing to
effect a registration of Registrable Stock on a Long-Form Registration Statement
(the "Long-Form Initiating Holders").
      ----------------------------

          (ii) At any time at which Holdings is entitled to file a registration
statement on a Short-Form Registration Statement, one or more holders of Class D
Shares that are Registrable Stock may request Holdings in writing to effect a
registration of Registrable Stock pursuant to a Short-Form Registration
Statement (the "Short-Form Initiating Holders" and, together with Long-Form
                -----------------------------
Initiating Holders, "Initiating Holders").
                     ------------------

          (iii)  The request of the Initiating Holders pursuant to Sections
5(a)(i) or 5(a)(ii) shall state the form of registration statement under the
Securities Act to be used and the number of shares of Registrable Stock to be
registered.  Upon receipt of the request of the Initiating Holders pursuant to
Sections 5(a)(i) or 5(a)(ii), Holdings will give prompt written notice thereof
to all other holders of Registrable Stock.  Subject to the provisions of Section
5(b), Holdings will use its best efforts promptly to effect the registration
under the Securities Act of all shares of Registrable Stock specified in the
request of the Initiating Holders and any request of any other holders of shares
of Registrable Stock ("Requesting Holders") (stating the number of shares of
                       ------------------
Registrable Stock to be registered) given within 30 days after receipt of such
notice from Holdings.

          (b) Limitations on Required Registrations.
              -------------------------------------

          (i) Holdings will not be required to prepare and file more than two
Long-Form Registration Statements, which actually become or are declared
effective, at the request of Initiating Holders.  Holdings will not be required
to prepare and file more than one Short-Form Registration Statement requested by
Initiating Holders in any twelve month period and shall not be required to
prepare and file a Short-Form Registration Statement unless the proposed
aggregate offering price of the Registrable Stock to be included therein by the
Initiating Holders and the Requesting Holders is at least $2.0 million.

          (ii) Only Common Stock may be included in a registration (including
shares of Common Stock issuable upon conversion of Class A Common Stock, Class B
Common Stock, Class C Common Stock, Class D Common Stock and Class E Common
Stock in connection with an Initial Public Offering); provided, that if such
                                                      --------
registration is for the Initial Public Offering, the conversion of Registrable
Stock into Common Stock shall be conditioned upon and shall become effective
only immediately prior to consummation of the Initial Public Offering.  Whenever
a registration requested by Initiating Holders or Requesting Holders is for a
firmly underwritten offering, if such underwriters determine that the number of
shares of Common Stock so included which are to be sold by the Initiating
Holders or Requesting Holders is limited due to market conditions, the
Initiating Holders and the Requesting Holders proposing to sell their shares in
such underwriting and registration will share pro rata in the available portion
                                              --- ----
of the registration in question, such sharing to be based upon the number of
shares of

                                      14



Registrable Stock then held by such Initiating Holders and Requesting Holders.
If any Initiating Holders or Requesting Holders disapproves of the terms of the
underwriting, such Person may elect to withdraw from such underwriting and
registration by written notice to Holdings, the Underwriter and the Initiating
Holders. The Registrable Stock so withdrawn will also be withdrawn from
registration; provided, however, that, if by the withdrawal of such Registrable
              --------  -------
Stock a greater number of shares of Registrable Stock may be included in such
registration (up to the maximum of any limitation imposed by the underwriters),
then Holdings will offer to all holders of Registrable Stock who have included
Registrable Stock in the registration the right to include additional
Registrable Stock in the same proportion used in determining the limitation
imposed by the provisions of this Section 5(b)(ii).

          (iii)  Holdings will not be required to prepare and file a
registration statement pursuant to Section 5(a) hereof which could become
effective within 120 days following the effective date of a registration
statement filed by Holdings with the SEC pertaining to an underwritten public
offering of securities for cash for the account of Holdings if the Initiating
Holders' request for registration is received by Holdings after Holdings in good
faith gives written notice to the holders of Registrable Stock that Holdings (i)
is commencing to prepare a Holdings-initiated registration statement and (ii) is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective.

          (iv) Notwithstanding the foregoing, if Holdings furnishes to the
Initiating Holders pursuant to this Section 5(b) a certificate signed by a
majority of the Board stating that in the Board's good faith judgment it would
be materially detrimental to Holdings and its stockholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, Holdings will have the right to defer such filing for a
period of not more than 90 days (or 60 days, in the case of a Short-Form
Registration Statement) after receipt of the request of the Initiating Holders.

          (c) Incidental Registration.  If Holdings at any time proposes to
              -----------------------
register any of its securities for sale for its own account or for the account
of any other Person (other than a registration (i) requested pursuant to Section
5(a) hereof or any similar provision of another agreement granting demand
registration rights, (ii) relating solely to the sale of securities to
participants in a Holdings stock plan or in a Rule 145 transaction, (iii) on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Stock or (iv) pursuant to registration rights granted in connection
with an issuance of debt of Holdings or any Subsidiary (including but not
limited to warrants to purchase equity securities in connection with such
issuance)) it will each such time give written notice (the "Holdings Notice"),
                                                            ---------------
at its expense, to all holders of Registrable Stock of its intention to do so at
least 10 days prior to the filing of a registration statement.  If any holder of
Registrable Stock desires to dispose of all or part of its Registrable Stock, it
may request registration thereof in connection with Holdings' registration by
delivering to Holdings, within five days after receipt of the Holdings Notice,
written notice of such request (the "Holder Notice") stating the number of
                                     -------------
shares of Registrable Stock to be disposed of and the intended method of
disposition of such shares by such holder.  Holdings will use its best efforts
to cause all shares of Registrable Stock specified in the Holder Notice to be
registered under the Securities Act so as to permit the sale or other
disposition (in accordance with the intended

                                       15
<PAGE>

methods thereof as aforesaid) by such holder of the shares so registered,
subject, however, to the limitations set forth in Section 5(d).

          (d) Limitations on Incidental Registration.
              --------------------------------------

          (i) If a Holdings Notice is given for the purpose of permitting a
disposition of securities by Holdings pursuant to a firm commitment underwritten
offering, the Holdings Notice must so state.  Holdings will then have the right
to limit the aggregate size of the offering or the number of shares to be
included therein, if requested to do so in good faith by the managing
underwriter of the offering, and only securities which are to be included in the
underwriting may be included in the registration.

          (ii) Whenever the number of shares which may be registered pursuant to
Section 5(c) is limited by the provisions of Section 5(d)(i) above, the holders
of Registrable Stock will have priority as to sales over the other holders of
Holdings' securities exercising similar incidental registration rights.
Holdings must cause such other holders to withdraw from such registration to the
extent necessary to allow all holders of Registrable Stock to include all of the
shares so requested to be included within such registration.  Whenever the
number of shares which may be registered pursuant to Section 5(c) is still
limited by the provisions of Sections 5(d)(i) above, after the withdrawal of
such other holders of Holdings' securities, Holdings will have priority as to
sales over holders of Registrable Stock and each such holder hereby agrees that
it will withdraw its securities from such registration to the extent necessary
to allow Holdings to include all the shares which Holdings desires to sell for
its own account to be included within such registration.  The holders of
Registrable Stock given rights by Section 5(c) will share pro rata in the
                                                          --- ----
available portion of the registration in question, such sharing to be based upon
the number of shares of Registrable Stock then held by each of such holders,
respectively.

          (e) Designation of Underwriter.  If any registration initiated by the
              --------------------------
holders of Registrable Stock pursuant to the provisions of Section 5(a) is
proposed to be effected pursuant to a firm commitment underwriting, the
Initiating Holders will designate the managing underwriter.  All holders of
Registrable Stock participating in the registration must sell their shares only
pursuant to such underwriting.

          (f)  Registration Procedures.
               -----------------------

          (i) If and when Holdings is required by the provisions of this
Agreement to use its best efforts to effect the registration of shares of
Registrable Stock, Holdings will do the following:

                    (A) Prepare and file with the SEC a registration statement
          with respect to such shares and use its best efforts to cause the
          registration statement to become and remain effective as provided
          herein.

                    (B) Prepare and file with the SEC such amendments and
          supplements to such registration statement, and the prospectuses used
          in connection therewith, necessary to keep the registration statement
          effective and current and to comply with the provisions of the
          Securities Act with respect to the

                                       16
<PAGE>

          sale or other disposition of all shares covered by the registration
          statement, including any amendments and supplements necessary to
          reflect the intended method of disposition from time to time of
          holders of Registrable Stock who have requested that any of their
          shares be sold or otherwise disposed of in connection with the
          registration (the "Prospective Sellers").
                             -------------------

                    (C) Furnish to each Prospective Seller such number of copies
          of each prospectus (including preliminary prospectuses) that are
          required by the requirements of the Securities Act, and such other
          documents, as the Prospective Seller reasonably requests in order to
          facilitate the public sale or other disposition of the shares owned by
          it.

                    (D) Use its best efforts to register or qualify the shares
          covered by such registration statement under any such securities, blue
          sky or other applicable laws of all jurisdictions which each
          Prospective Seller reasonably requests to enable such Prospective
          Seller to consummate the public sale or other disposition of the
          shares owned by such Prospective Seller; provided, however, that
                                                   --------  -------
          Holdings will not be required in connection with, or as a condition
          to, such registration or qualification of Shares to qualify to do
          business or to file a general consent to service of process in any
          such jurisdictions.

                    (E) Furnish to each Prospective Seller a signed counterpart,
          addressed to the Prospective Sellers and the underwriters, if any, of:
          (1) an opinion of counsel for Holdings, dated the effective date of
          the registration statement; and (2) a "comfort" letter signed by the
          same independent public accountants who certified Holdings' financial
          statements included in the registration statement; covering
          substantially the same matters with respect to the registration
          statement (and the prospectus included therein) and (in the case of
          the accountants' letter) with respect to the events subsequent to the
          date of the financial statements as are customarily covered (at the
          time of such registration) in the opinions of issuers' counsel and in
          accountants' letters delivered to the underwriters in connection with
          underwritten public offerings of securities.

                    (F) Cause all such Registrable Stock to be listed on each
          securities exchange or national market on which similar securities
          issued by Holdings are then listed.

                    (G) Provide a transfer agent and registrar for all such
          Registrable Stock not later than the effective date of such
          registration statement.

                    (H) Enter into such customary agreements (including an
          underwriting agreement) and take all other customary actions as a
          majority in interest of the Initiating Holders (in case of any
          Registration Statement initiated pursuant to the provisions of Section
          5(a)) or the holders of a majority of the Registrable Stock being sold
          (in the case of any other registration statement) reasonably request
          in order to expedite or facilitate the disposition of such Registrable
          Stock.

                                       17
<PAGE>

                    (I) Make all financial and other records, pertinent
          corporate documents and properties of Holdings available for
          inspection by any Prospective Seller, any underwriter participating in
          any disposition pursuant to such registration statement, and any
          attorney, accountant or other agent retained by any such Prospective
          Seller or underwriter, and cause Holdings' officers, directors and
          employees to supply all information reasonably requested by such
          Prospective Seller, underwriter, attorney, accountant or agent in
          connection with the preparation of such registration statement.

          (ii) Each Prospective Seller of Registrable Stock will furnish to
Holdings all information Holdings reasonably requires from the Prospective
Seller for inclusion in the registration statement (and the prospectus included
therein).

          (iii)  The Prospective Sellers will not (until further notice) effect
sales of the shares covered by the registration statement after receipt of
notice from Holdings to suspend sales to permit Holdings to correct or update a
registration statement or prospectus.  Holdings shall use its best efforts to
make such correction or update as soon as is practicable and in any event no
later than 15 days after receipt of such notice.

          (g) Expenses of Registration.  All expenses incurred in effecting any
              ------------------------
registration requested pursuant to Sections 5(a) or 5(c) hereof, including but
not limited to all registration and filing fees, printing expenses, expenses of
compliance with blue sky laws, fees and disbursements of counsel for Holdings,
expenses of any special audits required by any such registration and expenses of
all marketing and promotional efforts requested by the managing underwriter
(collectively, "Registration Expenses") will be borne by Holdings; provided,
                ---------------------                              --------
however, that the Prospective Sellers will bear underwriting discounts or
-------
brokerage fees or commissions relating to the sale of their Registrable Stock
and any legal fees or disbursements for their counsel; and provided, further,
                                                           --------  -------
that Holdings will be required to bear the Registration Expenses of any
registration requested pursuant to Section 5(a) hereof only for the number of
registrations set forth in Section 5(b)(i).

          (h)  Indemnification.
               ---------------

          (i) In the event of any registration of any of its securities under
the Securities Act pursuant to this Agreement, Holdings will indemnify and hold
harmless each holder requesting or joining in a registration of such securities,
each underwriter (as defined in the Securities Act) and each controlling person
of any holder or underwriter, if any, (within the meaning of the Securities Act)
against any losses, claims, damages or liabilities, joint or several (or actions
in respect thereof), to which such holder, underwriter or controlling person may
be subject under the Securities Act or any other statute or at common law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement (or alleged
untrue statement) of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein, summary prospectus
issued in connection with any securities being registered, amendment or
supplement thereto, or any other document, (ii) any 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 (iii) any violation
by

                                       18
<PAGE>

Holdings of the Securities Act or any blue sky law, any rule or regulation
promulgated under the Securities Act or any blue sky law, or any other law,
applicable to Holdings in connection with any such registration, qualification
or compliance, and will reimburse each such holder, underwriter or controlling
person for any legal or other expenses reasonably incurred by such holder,
underwriter of controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that
Holdings will not be liable to any holder, underwriter or controlling person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or omission made in
such registration statement, preliminary prospectus, summary prospectus,
prospectus, amendment or supplement thereto, or any other document, in reliance
upon and in conformity with written information furnished to Holdings by such
holder, underwriter or controlling person, respectively, specifically for use
therein. The indemnity provided for in this Section 5(h) will remain in full
force and effect regardless of any investigation made by or on behalf of any
holder, underwriter or controlling person, and will survive transfer of such
securities by such holder.

          (ii) If the indemnification provided for in Section 5(h)(i) above is
unavailable to an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then Holdings in lieu of indemnifying such
indemnified party thereunder will contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities, in such proportion as is appropriate to reflect the relative fault
of Holdings, on the one hand, and of the indemnified parties, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of Holdings and of the indemnified parties
will be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnified parties or Holdings,
respectively, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  Holdings and
the Holders of Registrable Stock agree that it would not be just and equitable
if contribution pursuant to this Section 5(h)(ii) were determined by pro rata
                                                                     --- ----
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to above in this Section 5(h)(ii).  The
amount paid or (payable by an indemnified party as a result of the losses,
claims, damages and liabilities (or actions in respect thereof) referred to
above in this Section 5 will be deemed to include, subject to the limitations
set forth above this Section 5, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 5, no Holder of
Registrable Stock will be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Stock sold by such
Holder of Registrable Stock exceeds the amount of any damages which such Holder
of Registrable Stock has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  No person guilty
of fraudulent misrepresentations (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

          (iii)  Promptly after receipt by an indemnified party under Sections
5(h)(i) or 5(h)(ii) of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
Holdings under such Sections, notify

                                       19
<PAGE>

Holdings in writing of the commencement thereof; provided, however, the omission
to so notify Holdings will not relieve Holdings from any liability which it may
have to any indemnified party otherwise than under Sections 5(h)(i) or 5(h)(ii)
or to the extent that Holdings has not been materially prejudiced as a result of
such failure. In case any such action is brought against any indemnified party,
and such indemnified party notifies Holdings of the commencement thereof,
Holdings will be entitled to participate in such action and, to the extent it so
desires, to assume the defense thereof, with counsel satisfactory to such
indemnified party; provided, further, that if the defendants in any such action
include both the indemnified party and Holdings and the indemnified party
reasonably concludes that there may be legal defenses available to it or other
indemnified parties which are different from or additional to those available to
Holdings, such indemnified party or parties will have the right to select
separate counsel to assert such legal defenses (in which case Holdings will not
have the right to direct the defense of such action on behalf of the indemnified
parties). Upon the permitted assumption by Holdings of the defense of such
action and approval by the indemnified party of counsel, Holdings will not be
liable to such indemnified party under this Section 5(h) for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof (other than reasonable costs or investigation) unless (A) the
indemnified party has employed separate counsel in connection with the assertion
of legal defenses pursuant to this Section 5(h), (B) Holdings has not employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time, (C) Holdings and its counsel do not actively and
vigorously pursue the defense of such action, or (D) Holdings has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.

          (i) Inclusion of Additional Shares in Required Registrations; Other
              ---------------------------------------------------------------
Company Initiated Registrations.  Holdings will not register securities for sale
-------------------------------
for its own account or for the account of any Person other than a holder of
Registrable Stock in any registration requested by the Initiating Holders
pursuant to Section 5(a) unless permitted to do so by the written consent of a
majority in interest of such Initiating Holders.

          (j) Rights Which May Be Granted to Other Persons.  Except in
              --------------------------------------------
connection with an issuance of debt of Holdings or any Subsidiary (including but
not limited to warrants to purchase equity securities in connection with such
issuance), Holdings will not grant any Person registration rights superior to
the registration rights granted to the Stockholders in this Agreement without
the written consent of holders owning at least 50% of the outstanding
Registrable Stock, nor will they grant any additional demand registration rights
to IIEL or any of its Affiliates unless it grants such rights to the Class B
Stockholders and Paribas.

          (k) Rule 144 Requirements.  Immediately after the date on which a
              ---------------------
registration statement filed by Holdings under the Securities Act becomes
effective, Holdings will undertake to make publicly available, and available to
the holders of Registrable Stock, all information necessary to enable the
holders of Registrable Stock to make sales of Registrable Stock pursuant to Rule
144.  Holdings will furnish to any holder of Registrable Stock, upon request, a
written statement executed by Holdings as to the steps it has taken to comply
with the current public information requirements of Rule 144.

          (l) Transfer of Registration Rights.  If (i) Registrable Stock is sold
              -------------------------------
or otherwise transferred by a holder in accordance with this Agreement, (ii) the
holder provides

                                       20
<PAGE>

Holdings with written notice of such transfer and (iii) the transferee agrees in
writing to be bound by the terms hereof then the registration rights described
in this Section 5 may to transferred to such transferee.

     Section 6. Lock-up.
                -------

     After the closing of an Initial Public Offering and prior to the earlier of
(a) 18 months (subject to adjustment as provided below) following such closing
or (b) the closing of an Approved Sale, the Shares shall not be transferable or
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) except that each Stockholder may at any time transfer,
assign, pledge or hypothecate the Shares:  (i) to (A) an Initial Stockholder or
Affiliate thereof or Holdings, (B) to a Permitted Transferee or (C) a non-U.S.
entity with respect to which an Initial Stockholder or Affiliate thereof has an
administrative relationship; or (ii) in accordance with Section 4 or Section 5
hereof; or (iii) in the case of a Stockholder who is an employee of Holdings or
any Subsidiary, to a bank, broker or other unaffiliated financial institution in
connection with the exercise of options granted to employees of Holdings or any
Subsidiary, provided such pledge or assignment receives the prior written
approval of the Board of Directors of Holdings; provided, that 12 months after
                                                --------
the closing of an Initial Public Offering and upon 10 days prior written notice
to Holdings, a Stockholder may transfer, assign, pledge or hypothecate up to an
aggregate of (AA) 10% of the number of Shares beneficially owned by such
Stockholder on the date of such Initial Public Offering less (BB) the number of
Shares transferred, assigned, pledged or hypothecated by such Stockholder
pursuant to clause (ii) above, provided, further, that if the closing of an
                               --------  -------
Initial Public Offering has not occurred prior to the third anniversary date of
this Agreement, the 18 months restriction above shall be adjusted to be 12
months.  Any Shares that are transferred, assigned, pledged or hypothecated in
accordance with clause (ii) or the first proviso to the foregoing sentence shall
no longer be subject to the restrictions set forth in this Section 6 and any
Shares that are otherwise transferred, assigned, pledged or hypothecated shall
remain subject to the restrictions set forth in this Section 6 and the
transferee shall agree in writing to be so bound as a condition to such
transfer, assignment, pledge or hypothecation.

     Section 7. Legend.
                ------

     All of the certificates for Shares now or hereafter owned by the holders of
Common Stock and subject to the terms of this Agreement shall have endorsed in
writing, stamped or printed, upon the back therefore, the following legend (or a
legend of similar effect):

          "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AND TRANSFERABLE
          ONLY IN ACCORDANCE WITH THE PROVISIONS OF AN AMENDED AND RESTATED
          STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 4, 2000.  A COPY OF THAT
          AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICE OF IWO HOLDINGS,
          INC."

     Upon the transfer of Shares in accordance with this Agreement, Holdings
agrees to remove, or to instruct the appropriate Person to remove, the foregoing
legend.

                                       21
<PAGE>

     Section 8.  Right to Participate in Future Financings.
                 -----------------------------------------

     In the event that, during the period beginning immediately after the date
hereof until the earlier of (a) the closing of the Initial Public Offering or
(b) the sale of 90% of the outstanding shares of capital stock of Holdings, a
sale of all or substantially all of the assets of Holdings or a merger,
consolidation or recapitalization of Holdings as a result of which 90% of the
ownership of the capital stock of Holdings (or the voting stock of the surviving
corporation, if Holdings is not the survivor) is changed, Holdings intends to
engage in a New Equity Financing, it will (i) provide the Stockholders, Class A
Stockholders and Class E Stockholders with written notice of such intention at
least 10 days prior to the scheduled closing of the New Equity Financing,
describing the type of equity securities to be issued, the price and the number
or amount thereof, and the general terms upon which Holdings proposes to effect
such issuance and (ii) takes the necessary steps to enable any Stockholder,
Class A Stockholder or Class E Stockholder to participate, at each such
stockholder's option, as a purchaser in the New Equity Financing such that such
stockholder, through the exercise of this option, may maintain his or its
percentage interest in the outstanding equity securities of Holdings on a fully
diluted basis (assuming the exercise or conversion of all then outstanding
options, warrants and securities convertible into, or exercisable or
exchangeable for, such equity securities).

     Section 9.  Strategic Investor Build Option.
                 -------------------------------

     Each of the Class B Stockholders that is an independent telephone company
(the "Independent Telcos") shall use its commercially reasonable efforts to
      ------------------
augment strategically IWO's network build-out program (the "SIBO") and
                                                            ----
acknowledges that such efforts are subject to the following terms and
conditions:

     (a) The SIBO will not cover territories that Holdings desires IWO to build-
out itself;

     (b) The SIBO capital expenditures will be entirely borne by the Independent
Telcos participating in the SIBO;

     (c) The SIBO will be for the benefit of IWO's network;

     (d) The SIBO lease terms between the Independent Telcos and IWO will be at
market terms;

     (e) The SIBO will provide that all necessary approvals that are required to
be obtained in connection with the build-out will be obtained by the Independent
Telcos participating in the SIBO;

     (f) The SIBO will provide IWO with call rights under certain circumstances;
and

     (g) The SIBO will provide that each Independent Telco participating in the
SIBO will have the first priority to participate in that part of the SIBO
covering its franchise territory.

     (h) The SIBO will be subject to definitive agreements to be negotiated and
executed between IWO and each of the Independent Telcos.

                                       22
<PAGE>

     Section 10.  Confidential Information.
                  ------------------------

     Each Stockholder recognizes and acknowledges that this Agreement, the
business plans, customer lists, data base, data processing systems and other
trade secrets or know-how of Holdings and IWO as they may exist from time to
time (collectively, the "Confidential Information") are valuable, special and
                         ------------------------
unique assets of Holdings' business.  Each Stockholder agrees not to disclose,
in whole or in part, any Confidential Information to any Person for any reason
or purpose that is not in furtherance of the best interests of Holdings, and not
to make use of any Confidential Information for such Stockholder's own purposes
or for the benefit of any Person except Holdings under any circumstances except
as may be required by law or in connection with judicial process; provided that
                                                                  --------
the restrictions contained in this Section 10 will not apply to Confidential
Information which is a matter of public knowledge (so long as such Stockholder
was not responsible, directly or indirectly, for such Confidential Information
becoming a matter of public knowledge without Holdings' prior written consent).
All correspondence, memoranda, notes, records, reports, plans, designs, studies
and any other papers, electronic data and any other such items received or made
by a Stockholder that contain Confidential Information will be the property of
Holdings, upon Holdings' request will be destroyed (such destruction to be
certified by such Stockholder) or delivered to Holdings.

     Section 11.  Miscellaneous.
                  -------------

     (a) Notices.  All notices, instructions and other communications in
         -------
connection with this Agreement must be in writing and delivered by (i) personal
delivery, (ii) certified mail, return receipt requested, postage prepaid, or
(iii) a nationally recognized overnight courier, to the parties at the addresses
set forth below or to such other address specified by any party in a written
notice to the other parties:

     If to Holdings, to:

          c/o Investcorp International Inc.
          280 Park Avenue
          New York, New York  10017
          Telephone: (212) 599-4700
          Facsimile: (212) 983-7073
          Attention: Christopher J. Stadler

     With a copy to:

          Gibson, Dunn & Crutcher LLP
          200 Park Avenue
          New York, New York  10166
          Telephone: (212) 351-4000
          Facsimile: (212) 351-4035
          Attention: E. Michael Greaney, Esq.

     If to the Stockholders:

          At the addresses indicated in the stockholder records of Holdings

                                       23
<PAGE>

Notices will be deemed to have been given (w) when actually delivered
personally, (x) the next business day if sent by overnight courier (with proof
of delivery), (y) on the fifth day after mailing by certified mail and (z) upon
transmission with confirmed delivery if sent by cable, telegram, facsimile or
telecopy (with a copy simultaneously sent by registered or certified mail,
return receipt requested).

     (b) No Waiver.  No course of dealing and no delay on the part of any party
         ---------
hereto in exercising any right, power or remedy conferred by this Agreement will
operate as a waiver thereof or otherwise prejudice such party's rights, powers
and remedies conferred by this Agreement or will preclude any other or further
exercise thereof or the exercise of any other right, power and remedy.

     (c) Binding Effect; Assignability.  This Agreement (i) will be binding upon
         -----------------------------
and will inure to the benefit of Holdings and its permitted successors and
assigns and (ii) will be binding upon and will inure to the benefit of the
respective parties (other than Holdings) and their permitted successors and
assigns to the extent specifically provided for herein.  This Agreement is not
assignable except as otherwise specifically provided herein.

     (d) Amendment and Waiver.  This Agreement may not be amended, nor may any
         --------------------
provision hereof be modified or supplemented, and no waiver provision hereof
will bind any party who has not given such waiver or consent, unless consented
to in writing by at least a majority in interest of the Shares and Holdings;
provided, that if such amendment, modification, supplement, consent or waiver
--------
has an adverse effect on the rights of the holders of the Class B Shares and
does not similarly affect the right of the other holders of shares, then the
consent of the holders of at least a majority in interest of the Class B Shares
shall be required to effect such amendment, modification, supplement, waiver or
consent; provided, further, that if such amendment, modification, supplement,
         --------  -------
waiver or consent has an adverse effect on the rights of the holder of the
Paribas Shares and does not similarly affect the rights of the holders of the
Class B Shares, then the consent of Paribas shall be required to effect such
amendment modification, supplement, waiver or consent.

     (e) Governing Law; Service of Process.  This Agreement will be construed
         ---------------------------------
both as to validity and performance in accordance with, and governed by, the
laws of the State of New York applicable to agreements to be performed in New
York, without regard to principles of conflict of laws.  Each of the parties
hereto irrevocably consents to the jurisdiction and venue of any state or
federal court situated in the City of New York in the State of New York, and
further consents to the service of any and all process in any action or
proceeding arising out of or relating to this Agreement by the mailing of copies
of such process to such party at its address pursuant to Section 13(a) hereof.

     (f) Counterparts.  This Agreement may be executed in two or more
         ------------
counterparts, each of which will be deemed an original but which together will
constitute one and the same instrument.

     (g) Headings; Sections.  All headings and captions in this Agreement are
         ------------------
for purposes of reference only and will not be construed to limit or affect the
substance of this Agreement.  All references to Section in this Agreement refer
to Sections of this Agreement, unless the context otherwise expressly provides.

                                       24
<PAGE>

     (h) Entire Agreement.  This Agreement sets forth the entire agreement and
         ----------------
understanding between the parties as to the subject matter hereof and supersedes
all prior oral or written and all contemporaneous oral discussions, agreements
and understandings of any kind or nature.

     (i) Severability.  In the event that any provision of this Agreement is
         ------------
declared to be illegal, invalid or unenforceable by a court of competent
jurisdiction, such provision will be reformed to render it legal, valid and
enforceable, or otherwise deleted, and the remainder of this Agreement will not
be affected except to the extent necessary to reform or delete such illegal,
invalid or unenforceable provision.

     (j) Third-Party Beneficiaries.  The parties hereto intend that the holders
         -------------------------
of the Class A Common Stock, the Class C Common Stock (other than Paribas) and
the Class E Common Stock shall be third-party beneficiaries of the rights and
benefits granted under Section 5 and Section 8 hereto.

                                       25
<PAGE>

                                   Exhibit A
<TABLE>
<CAPTION>
                                                                                 Additional
                                                                                 ----------
Class B Stockholder's Name                                 Shares Owned            Shares
------------------------------------------------------  -------------------  -------------------
<S>                                                     <C>                  <C>
Trent L. Trahan.......................................          89,956.1190               0.0000
James G. Kaufman......................................          89,956.1190               0.0000
Champlain PCS Inc.....................................         776,063.1960               0.0000
Delhi PCS Inc.........................................       1,000,068.5130               0.0000
Larry S. Roadman......................................           2,611.1100             616.3258
Karen Harris..........................................           1,740.7410               0.0000
Douglas Hinkley.......................................           2,611.1100             616.3258
Dry Brook Holdings LLC................................         900,000.0000               0.0000
Newport PCS Inc.......................................       1,000,068.5130               0.0000
William W. Griswold...................................          52,657.2390           4,000.0000
Paul H. Griswold......................................          52,657.2390               0.0000
Finger Lakes Technologies Group Inc...................         894,754.0320               0.0000
Cedar Familia LLC.....................................         900,000.0000          30,000.0000
Charles Lane..........................................         450,219.4050           7,000.0000
Cerberus Investments L.P..............................         449,780.5950               0.0000
Solon Kandel..........................................          14,506.1730               0.0000
John Hart, Jr.........................................          30,077.1600               0.0000
John Prinner..........................................              0.00000               0.0000
Alfred F. Boschulte...................................          73,382.5620               0.0000
David L. Standig......................................          30,077.1600           7,099.4061
J. K. Hage III........................................          72,322.8780               0.0000
The Middleburgh Telephone Company.....................         174,074.0700               0.0000
Selectronics Corporation..............................         174,074.0700          41,088.4046
AFTCOM, Inc...........................................          87,037.0350          20,544.2023
Germantown Cellular Inc...............................          87,037.0350               0.0000
Crown Point Network Technologies Inc..................          87,037.0350          20,544.2023
MTC North, Inc........................................          93,105.5490               0.0000
Westelcom PCS Inc.....................................          87,037.0350               0.0000
Richmond Telephone Company............................          87,037.0350               0.0000
Ardinger Investments of Texas L.P.....................          29,519.5890           2,000.0000
Odyssey Investment Partners Fund, LP..................       3,681,666.5730       1,127,285.3829
Odyssey Coinvestors, LLC..............................          17,407.4070           7,142.8571
Investcorp IWO Limited Partnership....................         106,265.4360               0.0000
John H. Griswold......................................               0.0000           4,286.0000
Robert H. Griswold....................................               0.0000          10,000.0000
Steven M. Nielsen.....................................               0.0000          58,000.0000
</TABLE>


<PAGE>

                                   Exhibit A
<TABLE>
<CAPTION>

Class D Stockholder's Name                                     Shares Owned
---------------------------------------------------------  ---------------------
<S>                                                        <C>
Ballet Limited...........................................             5,520.0000
Denary Limited...........................................             5,520.0000
Gleam Limited............................................             5,520.0000
Highland Limited.........................................             5,520.0000
Noble Limited............................................             5,520.0000
Outrigger Limited........................................             5,520.0000
Quill Limited............................................             5,520.0000
Radial Limited...........................................             5,520.0000
Shoreline Limited........................................             5,520.0000
Zinnia Limited...........................................             5,520.0000
Investcorp Investment Equity Limited.....................             4,800.0000
</TABLE>
<PAGE>

                                   Exhibit B
Founder
-------

Trent L. Trahan
James G. Kaufman
Champlain PCS Inc.
Delhi PCS Inc.
Dry Brook Holdings LLC
Newport PCS Inc.
William W. Griswold
Paul H. Griswold
Finger Lakes Technologies Group Inc.
Cedar Familia LLC
Charles Lane
Cerberus Investments L.P.