Exhibit 10.5


 





REVOLVING
LINE OF CREDIT AGREEMENT


 


This
Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in this 1st day of August 2013 by and
between DEVCAP Partners, LLC, a Texas Limited Liability Company ("LENDER") and RC-1, Inc., a Nevada Corporation ("BORROWER").


 


In
consideration of the mutual covenants and agreements contained herein, the parties agree as follows:


 


1.LINE
OF CREDIT. Lender hereby establishes for a period extending to August 1st, 2020 (the "MATURITY DATE") a revolving line
of credit (the "CREDIT LINE") for Borrower in the principal amount of Three Hundred Thousand Dollars ($300,000.00) (the
"CREDIT LIMIT"). In connection herewith, Borrower shall execute and deliver to Lender a Promissory Note in the amount
of the Credit Limit and in form and content satisfactory to Lender. All sums advanced on the Credit Line or pursuant to the terms
of this Agreement (each an "ADVANCE") shall become part of the principal of said Promissory Note.


 


2.ADVANCES.
Any request for an Advance may be made from time to time and in such amounts as Borrower may choose; provided, however, any requested
Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit and further
provided, that Lender has no obligation to lend Borrower any amounts hereunder and the decision to lend such money lies in the
sole and complete discretion of the Lender.


 


Requests
for Advances may be made orally or in writing by such officer of Borrower authorized by it to request such Advances. Until such
time as Lender may be notified otherwise, Borrower hereby authorizes its president or any vice president to request Advances.
Lender may deposit or credit the amount of any requested Advance to Borrower's checking account with Lender. Lender may refuse
to make any requested Advance and the decision to lend such money lies in the sole and complete discretion of the Lender.


 


The
funds from the Advances will be used by the Borrower for operating expenses in connection with the operations of the Borrower.


 


3.INTEREST.
All sums advanced pursuant to this Agreement shall bear interest from the date each Advance is made until paid in full at the
rate of ten percent (10%) per annum, simple interest (the "EFFECTIVE RATE").


 


4.REPAYMENT.
Borrower shall pay accrued interest on the outstanding principal balance on a monthly basis commencing 30 days from the date of
the advance, and continuing each month thereafter. The `entire unpaid principal balance, together with any accrued interest and
other unpaid charges or fees hereunder, shall be due and payable on the last business day of each Quarter ended and based on a
calendar year ending December 31, 2014.


 






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All
payments shall be made to Lender at such place as Lender may, from time to time, designate. All payments received hereunder shall
be applied, first, to any costs or expenses incurred by Lender in collecting such payment or to any other unpaid charges or expenses
due hereunder; second, to accrued interest; and third, to principal. Borrower may prepay principal at any time without penalty.


 


5.REPRESENTATIONS
AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the advances provided for herein, Borrower
represents and warrants to Lender as follows:


 


a.Borrower
is a duly organized, validly existing, and in good standing under the laws of the State of Nevada with the power to own its assets
and to transact business in California, and in such other states where its business is conducted.


 


b.Borrower
has the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation
imposed under the terms of such documents.


 


c.The
execution, delivery and performance of this Agreement and each document incident hereto will not violate any provision of any
applicable law, regulation, order, judgment, decree, article of incorporation, by-law, indenture, contract, agreement, or other
undertaking to which Borrower is a party, or which purports to be binding on Borrower or its assets and will not result in the
creation or imposition of a lien on any of its assets.


 


d.There
is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, against or affecting Borrower
or any of its assets which, if adversely determined, would have a material adverse affect on the financial condition of Borrower
or the operation of its business.


 


6.EVENTS
OF DEFAULT. An event of default will occur if any of the following events occurs:


 


a.Failure
to pay any principal or interest hereunder within ten (10) days after the same becomes due.


 


b.Any
representation or warranty made by Borrower in this Agreement or in connection with any borrowing or request for an Advance hereunder,
or in any certificate, financial statement, or other statement furnished by Borrower to Lender is untrue in any material respect
at the time when made.


 


c.Default
by Borrower in the observance or performance of any other covenant or agreement contained in this Agreement, other than a default
constituting a separate and distinct event of default under this Paragraph 6.


 


d.Filing
by Borrower of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief
under the Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter existing.


 






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e.Filing
of an involuntary petition against Borrower in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter
existing, and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged.


 


7.REMEDIES.
Upon the occurrence of an event of default as defined above, Lender may declare the entire unpaid principal balance, together
with accrued interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any
kind. Lender may suspend or terminate any obligation it may have hereunder to make additional Advances. To the extent permitted
by law, Borrower waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No
failure or delay on the part of Lender in exercising any right, power, or privilege hereunder will preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative
and not exclusive of any other rights or remedies provided at law or in equity. Borrower agrees to pay all costs of collection
incurred by reason of the default, including court costs and reasonable attorney's fees.


 


8.NOTICE.
Any written notice will be deemed effective on the date such notice is placed, first class, postage prepaid, in the United States
mail, addressed to the party to which notice is being given as follows:


 


Lender:
P.O. Box 12589 Newport Beach, CA 92658


 


Borrower:
111 Sunrise Center Dr., Thomasville, NC 27360


 


9.GENERAL
PROVISIONS. All representations and warranties made in this Agreement and the Promissory Note and in any certificate delivered
pursuant thereto shall survive the execution and delivery of this Agreement and the making of any loans hereunder. This Agreement
will be binding upon and inure to the benefit of Borrower and Lender, their respective successors and assigns, except that Borrower
may not assign or transfer its rights or delegate its duties hereunder without the prior written consent of Lender. This Agreement,
the Promissory Note, and all documents and instruments associated herewith will be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina. Time is of the essence hereof. This Agreement will be deemed to express,
embody, and supersede any previous understanding, agreements, or commitments, whether written or oral, between the parties with
respect to the general subject matter hereof. This Agreement may not be amended or modified except in writing signed by the parties.


 







EXECUTED on the
day and year first written above.


 


 


 






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Promissory
Note


 


	$300,000.00	August 1st, 2013


 


This
Promissory Note (the "NOTE") is made and executed as of the date referred to above, by and between RC-1, Inc., a Nevada
corporation (the "BORROWER"), and DEVCAP Partners, LLC ("LENDER"). By this Note, the Borrower promises and
agrees to pay to the order of Lender, at such place as Lender may designate in writing, the principal sum of Three Hundred Thousand
and 00/100 Dollars ($300,000.00), or the aggregate unpaid principal amount of all advances made by Lender to Borrower pursuant
to the terms of a Revolving Line of Credit Agreement (the "LOAN AGREEMENT") of even date herewith, whichever is less,
together with interest thereon from the date each advance is made until paid in full, both before and after judgment, at the rate
of 10 percent (10%) per annum, simple interest.


 


Borrower
shall pay accrued interest on the outstanding principal balance under the Note on a monthly basis commencing 30 days from the
date of the advance, and continuing each month thereafter until paid in full. The entire unpaid principal balance, together with
any accrued interest and other unpaid charges or fees hereunder, shall be due and payable on October 20, 2014 (the "MATURITY
DATE").


 


Prepayment
in whole or part may occur at any time hereunder without penalty; provided that the Lender shall be provided with not less than
ten (10) days notice of the Borrower's intent to pre-pay; and provided further that any such partial prepayment shall not operate
to postpone or suspend the obligation to make, and shall not have the effect of altering the time for payment of the remaining
balance of the Note as provided for above, unless and until the entire obligation is paid in full. All payments received hereunder
shall be applied, first, to any costs or expenses incurred by Lender in collecting such payment or to any other unpaid charges
or expenses due hereunder; second, to accrued interest; and third, to principal.


 


An
event of default will occur if any of the following events occurs: (a) failure to pay any principal or interest hereunder within
ten (10) days after the same becomes due; (b) if any representation or warranty made by Borrower in the Loan Agreement
or in connection with any borrowing or request for an advance thereunder, or in any certificate, financial statement, or other
statement furnished by Borrower to Lender is untrue in any material respect at the time when made; (c) default by Borrower in
the observance or performance of any other covenant or agreement contained in the Loan Agreement, other than a default constituting
a separate and distinct event of default under Paragraph 7 of the Loan Agreement; (d) filing by Borrower of a voluntary petition
in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended
or under any other insolvency act or law, state or federal, now or hereafter existing; or (e) filing of an involuntary petition
against Borrower in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, and the continuance thereof
for sixty (60) days undismissed, unbonded, or undischarged.


 




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Any
notice or demand to be given to the parties hereunder shall be deemed to have been given to and received by them and shall be
effective when personally delivered or when deposited in the U.S. mail, certified or registered mail, return receipt requested,
postage prepaid, and addressed to the party at his or its last known address, or at such other address as the one of the parties
may hereafter designate in writing to the other party.


 


The
Borrower hereof waives presentment for payment, protest, demand, notice of protest, notice of dishonor, and notice of nonpayment,
and expressly agrees that this Note, or any payment hereunder, may be extended from time to time by the Lender without in any
way affecting its liability hereunder.


 


In
the event any payment under this Note is not made at the time and in the manner required, the Borrower agrees to pay any and all
costs and expenses which may be incurred by the Lender hereof in connection with the enforcement of any of its rights under this
Note or under any such other instrument, including court costs and reasonable attorneys' fees.


 


This
Note shall be governed by and construed and enforced in accordance with the laws of Nevada.


 







 






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