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Microcap & Penny Stocks : MCLL Metrocall -- Ignore unavailable to you. Want to Upgrade?

To: Kailash who wrote (218)	2/14/2000 8:10:00 AM
From: Rajiv	Read Replies (2) \| Respond to of 266

The shares cannot be sold before they are registered by a S-3 filing. There might be additional restrictions specified in the S-3. Regards, Rajiv

To: Kailash who wrote (218)	2/15/2000 9:22:00 AM
From: Rajiv	Respond to of 266

Restrictions - Wireless has limited rights to sell all or a portion of the shares it receives from the exchange at any time more than six months after consummation of the exchange in privately negotiated sales to any person or group that Metrocall and Wireless has not designated as restricted and subject to Metrocall's right of negotiation and the transferee's consent to be bound by the Securities Exchange Agreement. In addition, Wireless may sell all or portion of the shares of Metrocall common stock it receives from the exchange at any time more than twelve months after consummation of the exchange in one or more sales in any available over-the-counter market for the common stock and/or through any exchange on which the common stock is then traded, subject to the following permitted period sales: PERIOD (AFTER CONSUMMATION) PERMITTED SALES ----------------------------------------------------------------------------- 12 months - 18 months 2,650,000 shares ----------------------------------------------------------------------------- 18 months - 24 months 2,650,000 shares ----------------------------------------------------------------------------- 24 months - 30 months 2,650,000 shares ----------------------------------------------------------------------------- After 30 months 5,300,000 shares ----------------------------------------------------------------------------- PSINet and Aether will not, directly or indirectly, sell, transfer or otherwise dispose of their shares for a period of twelve months after the closing, with certain exceptions, unless the investor has first delivered to Metrocall an offer for Metrocall to repurchase such shares. Warrants for HMT&F - Metrocall also granted HMT&F two options to purchase additional shares of Metrocall common stock. Metrocall granted an option to purchase 8,333,333 shares of common stock (Option I), at an exercise price of $3.00 per share, subject to adjustment under certain events. Option I may be exercised by HMT&F in whole but not in part, at any time on or before the first anniversary of the closing. Metrocall also granted HMT&F (i) an option to purchase 12,500,000 shares of common stock at an exercise price of $4.00 per share plus, (ii) if HMT&F has not exercised Option I, 8,333,333 shares of common stock at an exercise price per share of $3.00, in each case subject to adjustment under certain events (collectively, Option II).