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MuchCompensation

04/28/09 12:03 AM

#13039 RE: physicsman1 #13037

You guys thought I was crazy at the time, but when I saw this a while back it caught my eye. ........

Take heed of this sentence, and see if you can spin it in as many directions as I can think of.

"Adjust the number of Series C Preferred Shares converted such that the total holdings of ONCP Common Stock will not exceed 10% and issue unrestricted Common Stock."

Without knowing the share structure, this is an exercise in futility.

Posted by: MuchCompensation Date: Tuesday, March 31, 2009 5:20:56 PM
In reply to: nukuhiva who wrote msg# 12709 Post # of 13038

Things that make you say Hmmmm.....

http://www.141capital.com/pdfs/Series%20C%20Preferred%20Stock%20Conversion%20Request.pdf

Series C Preferred Stock Conversion Request

To: 141 Capital, Inc.

1) You are hereby requested to convert
Shares of Series C Preferred Stock into Common Stock, as per 141 Capital’s Amended and Restated Articles of Incorporation. Should the conversion of these shares result in the beneficiary’s holdings exceeding 10% of the issued and outstanding Common Stock of 141 Capital, you are hereby
requested to (clearly indicate one):


a. Adjust the number of Series C Preferred Shares converted such that the total holdings of ONCP Common Stock will not exceed 10% and issue unrestricted Common Stock.

b. Convert the number of Series C Preferred Shares requested and issue restricted Common Stock.

2) The Series C Preferred Share Certificate being converted is Number for
shares. This certificate is (clearly indicate one):

a. Included with this request

b. Held by 141 Capital from a previous request.

3) In the event that the Series C Preferred Shares converted are less than the current value of the certificate, please (clearly indicate one):

a. Hold the remaining Preferred Shares for my account.

b. Forward a new certificate for the remaining Preferred Shares.

4) The Converted Common Shares are to be issued for the benefit of:

Name:
Social Security #:
Address:
For full value received, I hereby sell, assign, and transfer the above disclosed shares.

As of this date, the entity identified in 4 above holds
shares of ONCP Common Stock.
Series C Preferred Shareholder – Signature
Print Name


I think the devil is in the details, therefore, I believe Physicsman is entitled to restricted shares.

I would like to get confirmation of this as soon as is practicable.

MC
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tpinvest05

04/28/09 3:23 PM

#13043 RE: physicsman1 #13037

Did you have to call Paul Strickland at 141 to get instructions on how to convert Preferred to Common?

What was the instruction they gave you?

And, how long the whole process took from the day you sent in your Preferred certificate and the time you got the Common certificate.

And, most importantly, what was the price they used for the conversion?

thanks!