EXHIBIT 5 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR...Common Stock Purchase Warrant • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance • New York
EXHIBIT 6 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR...Warrant Agreement • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 18, 2003, by and between Metrocall Holdings, Inc., a Delaware corporation, with headquarters located at 6677 Richmond Highway, Alexandria,...Registration Rights Agreement • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance • New York
EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance • New York
AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of Metrocall Holdings, Inc. is being...Schedule 13d Agreement • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance
EXHIBIT 3 MANAGEMENT AND SPECTRUM LEASE AGREEMENT --------------------------------------- This MANAGEMENT and Spectrum LEASE AGREEMENT ("Agreement") made and entered into this 18th day of November, 2003 (the "Effective Date"), by and among PageMart II...Management and Spectrum Lease Agreement • November 26th, 2003 • Leucadia National Corp • Fire, marine & casualty insurance • New York
