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Re: None

Friday, 01/30/2015 9:56:56 AM

Friday, January 30, 2015 9:56:56 AM

Post# of 30990
A key point from the 8K this morning re: private money raise:

They issued a relatively small number of shares...thereby protecting current holders interest. Also, said "no" to McKeon who apparently was looking for better terms than already in place. A good sign that RCPI is looking out for our/their interests!

Excerpt from 8K:

The Company and John J. McKeon (“Lender”) previously entered into a Loan Agreement, dated March 12, 2014, as amended on August 8, 2014 (as amended, the “Loan Agreement”), under which the Company was granted the right, upon the terms and conditions specified in the Loan Agreement, to borrow from Lender up to a maximum aggregate amount of $5.8 million.



In December 2014, following discussions between the Company and Lender regarding the Company’s liquidity needs, Lender made an advance to the Company in the amount of $350,000 (the “Advance”) under the Lender’s loan facility. At such time, Lender expressed a desire that the Loan Agreement be amended to, among other things, decrease the conversion price of loans made under the Loan Agreement, including the conversion price of the Advance. The Company agreed to take such request under consideration, but no amendment was ultimately agreed upon by the Company and Lender, and Lender thereafter informally indicated to the Company that no further advances would be available under the Loan Agreement in the absence of an amendment. On January 28, 2015, the Company’s Board of Directors concluded that the Company has the right to treat the Advance as a loan under the Loan Agreement as currently in effect and does not have an obligation to enter into any amendment thereto, and therefore the Company has issued to Lender a promissory note in the aggregate principal amount of $350,000, with such note being in the form specified in the Loan Agreement previously filed as Exhibit 10.1 to the Company’s Form 10-Q filed on May 12, 2014. In view of this dispute and oral communications from the Lender indicating that the Lender would not make additional funds available under the Loan Agreement as currently in effect, the Company believes that it is unlikely that Lender will make additional advances available to the Company under the Loan Agreement. The Company has requested a written confirmation from Lender that no additional advances will be made under the current Loan Agreement, or, in the alternative, that Lender honor a borrowing request made on January 27, 2015. As of the date of this filing, Lender has not responded to the Company.

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