Exhibit 10.1


 





REVOLVING LINE OF CREDIT AGREEMENT


 


This Revolving Line
of Credit Agreement (the "AGREEMENT") is· made and entered into in this 1st day of February 25th
2014 by and between DEVCAP Partners, LLC a Texas limited liability company ("LENDER") and the TearDroppers,
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 June 1st 2017 (the "MATURITY DATE") a revolving line of credit (the "CREDIT LINE") for Borrower
in the principal amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (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. Lender may also, at its sole discretion designate a proxy or partner firm to act as Lender in
the advancement of any funds.


 


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 maximum advance in
any given quarter may not exceed $75,000 USD.


  


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 31st.


 






    	 



    	 



    

 





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 the Unites States, 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 (I0) days after the same becomes noticed.


 


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.




 






    	 



    	 



    






 





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: 1502 Foothill Blvd. Ste. 103/180 LaVerne, Ca. 91750


 


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.




 





	Borrower: the TearDroppers, Inc.	Lender: DEVCAP PARTNERS, LLC
	 	 
	 	 
	By: Raymond Gerrity	By: Kevin O’Connell
	Title: President	Title: Managing Member



 


 






    	 



    	 



    

 










Promissory Note


 


	$450,000	February 25th, 2014


 


 


This
Promissory Note (the "NOTE") is made and executed as of the date referred to above, by and between the TearDroppers 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 Four Hundred and
Fifty Thousand and 001100 Dollars ($450,000.00), 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 ten 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 June 1st, 2017.


(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.


 






    	 



    	 



    

 





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 Georgia.




 





	The Borrower:	the TearDroppers, Inc. a Nevada corporation
	 	 
	 	By: /s/ Raymond Gerrity
	 	Title: President
	 	 
	The Lender:	DEVCAP PARTNERS, LLC
	 	 
	 	By: Kevin O’Connell
		Title: Managing Member