X0202 4 2007-08-15 0 0000920990 METRO ONE TELECOMMUNICATIONS INC INFO 0001224607 EVEREST SPECIAL SITUATIONS FUND LP PLATINUM HOUSE 21 HA'ARBAA STREET TEL AVIV 64739 0 0 1 0 0001368311 Maoz Everest Fund Management, Ltd. PLATINUM HOUSE 21 HA'ARBAA STREET TEL AVIV 64739 0 0 1 0 Series A Convertible Preferred Stock, no par value 1.78 2007-08-15 4 P 0 156 10000.00 A 2007-08-15 Common Stock, no par value 876405 200 D Warrants to Purchase Preferred Stock 10000.00 2007-08-15 4 P 0 2 0 A 2007-08-15 2009-08-15 Series A Convertible Preferred Stock, no par value 140 2 D The shares of Series A Convertible Preferred Stock (Preferred Stock) reported herein were acquired by Everest Special Situations Fund, L.P. (Everest) as part of the second stage of a private placement transaction (the Private Placement). Such shares of Preferred Stock are entitled to vote together with common stock on all matters on a discounted as-converted basis (the discount is equal to the difference between the conversion price and the market price on the date of issuance) . The shares of Preferred Stock have no expiration date. The number of shares of common stock into which the Preferred Stock is convertible is subject to certain adjustments, including anti-dilution adjustments. As the general partner of Everest, Maoz Everest Fund Management, Ltd. (Maoz Everest) may be deemed to beneficially own the shares and warrants held by Everest. Maoz Everest disclaims ownership of such shares and warrants except to the extent of its pecuniary interest therein. The warrants reported herein were acquired by Everest in connection with the Private Placement. One warrant to purchase 15.4 shares of Preferred Stock was issued to Everest on June 5, 2007 in connection with the initial stage of the Private Placement, but was not exercisable without approval from the Issuer's shareholders which was obtained on August 14, 2007. The second warrant to purchase 54.6 shares of Preferred Stock was issued to Everest in connection with the second stage of the Private Placement. By: By: Maoz Everest Fund Management, Ltd., its general partner; By: Elchanan Maoz, its Chairman and Chief Executive Officer 2007-08-16 By: /s/ Elchanan Maoz, its Chairman and Chief Executive Officer 2007-08-16