141 Capital Inc (fka ONCP)

[Gbathat]

What are the terms and conditions of the conversion rights of the Series B Convertible Preferred Stock?
No conversion of Series B Preferred Stock to Common Stock can occur until after a holding period of three (3)
months of the date of the certificate. Thereafter, at your option, you may convert the Series B Preferred Stock into
Common Stock. For purposes of conversion, the value of each share of Series B Preferred Stock will be deemed to
be $1.00. The number of shares of Common Stock to be received upon a conversion will be based on the value of
the Common Stock at the time of conversion, less a 20% discount. That value will be based on the average closing
bid price of the Common Stock for each of the five (5) consecutive trading days immediately prior to the date of
conversion.
Illustrations of conversion rights:
(a) Assume you hold 1,000 shares of Series B Preferred Stock. Assume further that the market bid of the Common
Stock is $.50 per share. Because you have the right to purchase these shares at a 20% discount, your cost per
share on conversion is $.40. The number of shares of Common Stock which you can receive upon conversion will be
2,500 ($1,000 divided by $.40 per share).
(b) Assume you hold the same 1,000 shares of the Series B Preferred Stock. Assume further that the market bid of
the Common Stock is $0.05 per share. After your 20% discount, the number of shares of Common Stock which you
can receive upon conversion will be 25,000 ($1,000 divided by $0.04 per shares).

http://www.141capital.com/pdfs/Offer_to_Exchange_Common_Stock_10-09-08.pdf