CAPP Capstone Financial Group Inc (GM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

TWINLAB CONSOLIDATED HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

901773101

(CUSIP Number)

Capstone Financial Group, Inc.

2600 Michelson Drive Suite 700

Irvine, CA 92612

Attn: Darin R. Pastor 

Telephone (866) 798-4478 

(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)

September 30, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [ ]

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 901773101		13D		Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS Capstone Financial Group, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    [   ]     (b)    [   ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0
		8.		SHARED VOTING POWER   94,293,819*
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   94,293,819*

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,293,819* Shares of Common Stock
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.6%
14.		TYPE OF REPORTING PERSON (see instructions) CO
* The aggregate number of shares to which the Schedule 13D relates includes options for the purchase of 8,743,000 currently-outstanding shares of common stock, Series A Warrants to purchase 52,631,579 shares of common stock and Series B Warrants to purchase 22,368,421 shares of common stock of the Issuer held by the Reporting Person.

CUSIP No. 901773101		13D		Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS Darin R. Pastor
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    [   ]     (b)    [   ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0
		8.		SHARED VOTING POWER   94,293,819*
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   94,293,819*

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,293,819* Shares of Common Stock
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.6%
14.		TYPE OF REPORTING PERSON (see instructions) IN
* The aggregate number of shares to which the Schedule 13D relates includes options for the purchase of 8,743,000 currently-outstanding shares of common stock, Series A Warrants to purchase 52,631,579 shares of common stock and Series B Warrants to purchase 22,368,421 shares of common stock of the Issuer held by the Reporting Person.

CUSIP No. 901773101		13D		Page 4 of 6 Pages

Item 1.  Security and Issuer

This statement on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Common Stock”), of Twinlab Consolidated Holdings, Inc. (the “Issuer”), a Nevada corporation, having its principal executive offices at 632 Broadway, New York, New York 10012.

 

Item 2.  Identity and Background

(a)

This Schedule 13D is being filed by Capstone Financial Group, Inc., a Nevada corporation (“CAPP”) and Darin R. Pastor (“Mr. Pastor”) (collectively, the “Reporting Persons”). CAPP is a Nevada corporation.

Mr. Pastor is Chief Executive Officer, Secretary, Treasurer, a Director, and 74.5% controlling shareholder of CAPP.

 

CAPP is a holding company. CAPP uses its own capital to acquire the outstanding stock of other companies.

 

The address of the principal business of CAPP is 2600 Michelson Drive, Suite 700, Irvine, CA 92612.

 

CAPP has not during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding or a judicial or administrative body of competent jurisdiction (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining it from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

 

(b)

The business address of Mr. Pastor is 2600 Michelson Drive, Suite 700, Irvine, CA 92612.

 

(c)

Mr. Pastor is the chief executive officer of CAPP.

 

(d)-(e)

Mr. Pastor has not during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding or a judicial or administrative body of competent jurisdiction (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

 

(f)

Mr. Pastor is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration

On August 1, 2014, CAPP purchased 10,987,500 (219,750 pre 50 to 1 forward split effectuated on August 28, 2014) shares of the Issuer’s Common Stock in private transactions from 25 shareholders, for total consideration of $3,296.25 all of which was paid in cash from CAPP’s working capital.

 

Additionally, on August 1, 2014, CAPP purchased options to purchase 8,743,000 (174,860 pre 50 to 1 forward split) currently-outstanding shares of the Issuer’s Common Stock (collectively, the “Stock Option”) in a private transaction, for total consideration of $2,623, all of which was paid in cash from CAPP’s working capital. The Stock Option is exercisable at $0.0001 ($0.005 pre forward split) per share and expires on August 5, 2015.

 

On September 30, 2014, the Issuer issued a Series A Warrant to CAPP to purchase up to 52,631,579 shares of the Issuer’s Common Stock at an exercise price of $0.76 per share (the “First Warrant”). The First Warrant is exercisable from October 1, 2014 through October 31, 2017. The First Warrant provides for equitable adjustments in the event of a stock split, stock dividend, reclassification, consolidation or merger. The Issuer has agreed with CAPP that if the Issuer issues a security (i) exercisable or exchangeable for or (ii) convertible into shares of Common Stock at a date after October 1, 2014 and such security provides for anti-dilution protection, the shares of Common Stock issuable under the First Warrant shall enjoy the same anti-dilution protection as that first issued security.

 

The Issuer also issued a Series B Warrant to CAPP on September 30, 2014. Pursuant to the Second Warrant, CAPP has the right to purchase up to 22,368,421 shares of Common Stock at an exercise price of $0.76 per share (the “Second Warrant”). The Second Warrant is exercisable from October 1, 2014 through October 31, 2017. The Second Warrant provides for equitable adjustments in the event of a stock split, stock dividend, reclassification, consolidation or merger. The Issuer has agreed with CAPP that if the Issuer issues a security (i) exercisable or exchangeable for or (ii) convertible into shares of Common Stock at a date after October 1, 2014 and such security provides for anti-dilution protection, the shares of Common Stock issuable under the Second Warrant shall enjoy the same anti-dilution protection as that first issued security.

 

The Issuer and CAPP entered into a Common Stock Put Agreement, dated as of September 30, 2014, as amended on December 15, 2014 (the “Put Agreement”). Pursuant to the Put Agreement, CAPP indicated its intent to exercise the First Warrant at a rate of no less than 1,461,988 shares of Common Stock (“the Minimum Amount”) per month over the term of the First Warrant (the “Minimum Rate”). In the event that CAPP does not exercise the First Warrant by February 16, 2015 or any subsequent monthly Periodic Exercise Date (as defined in the Put Agreement) such that as of the applicable Exercise Date, CAPP’s cumulative purchases of Common Stock pursuant to the First Warrant has not been at a rate that is equal to or in excess of the Minimum Rate, then the Issuer has the right to notify CAPP not earlier than 30 days and not later than 40 days after the applicable Exercise Date of the Issuer’s exercise of its put rights under the Put Agreement (the “Put Notice”). Upon receipt of the Put Notice, CAPP is required to exercise the First Warrant to (i) purchase the Minimum Amount by a date identified in the Put Notice that is no earlier than 10 days after and no later than 30 days after the date of the Put Notice (the “Put Date”), or if CAPP has previously exercised the First Warrant to an extent, then such lesser amount of Common Stock as would, if purchased as of the applicable Exercise Date, have made CAPP’s purchases of Common Stock pursuant to the First Warrant as of such Exercise Date equal to the Minimum Rate (the “Initial Mandatory Purchase”), and (ii) purchase by a date that is no later than each subsequent Periodic Exercise Date an amount of Common Stock such that as of each such Periodic Exercise Date, CAPP’s cumulative purchases of Common Stock pursuant to the First Warrant through that date has been at a rate that is no less than the Minimum Rate (the “Periodic Mandatory Purchases”). Following delivery of the Put Notice

CUSIP No. 901773101		13D		Page 5 of 6 Pages

 

by the Issuer, CAPP’s failure to make the Initial Mandatory Purchase by the Put Date would be an “Event of Default”; and CAPP’s failure to make, when due, any Periodic Mandatory Purchase would be a breach of the Put Agreement, and if such breach is not timely cured by CAPP, such uncured breach would be deemed an Event of Default. Upon the occurrence of an Event of Default as described above, (i) CAPP’s right to purchase all shares of Common Stock remaining unpurchased under the First Warrant is converted into an obligation, accelerated and immediately due and (ii) the Second Warrant immediately terminates as to any shares of Common Stock remaining exercisable under the Second Warrant. In the event the Issuer invokes its right pursuant to the Put Notice to require CAPP to exercise the First Warrant, the purchase price per share of Common Stock thereunder is $0.775 per share. In the event that the Issuer converts and accelerates CAPP’s obligations to purchase the shares of Common Stock remaining unexercised under the First Warrant, CAPP has the right to surrender issued and outstanding shares of Common Stock to the Issuer to be credited towards CAPP’s obligations, with such surrendered shares valued at $0.76 per share of Common Stock.

The source of the funds for any future exercises of the Stock Option, the Series A Warrant and/or the Series B Warrant is anticipated to be CAPP’s working capital.

Item 4.  Purpose of Transaction

The shares of Common Stock beneficially owned by the Reporting Persons are held for investment purposes and each of the Reporting Persons intends to monitor its investment in the Issuer on an ongoing basis and to take such measures as it deems appropriate from time to time in furtherance of such interests. Each of the Reporting Persons may from time to time acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock then beneficially owned by it, discuss the Issuer’s business, operations, or other affairs with the Issuer’s management, board of directors, stockholders or others, explore an extraordinary corporate transaction, such as a sale, merger, reorganization or liquidation involving the Issuer or take such other similar actions as such Reporting Person may deem appropriate. Notwithstanding the foregoing, the Reporting Persons do not have any present plan or proposal that relates to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person does, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5.  Interest in Securities of Issuer

(a)

As of the filing date of the Schedule 13D, CAPP may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) 94,293,819 shares of Issuer Common Stock, or 36.6% of the class (using the principles of Rule 13d-3 under the Exchange Act to determine such percentage). Of such shares, 8,743,000 shares are purchasable pursuant to the Stock Option, 52,631,579 shares are issuable pursuant to the Series A Warrant, and 22,368,421 shares are issuable pursuant to the Series B Warrant.

 

Mr. Pastor beneficially owns 74.5% of CAPP and therefore controls CAPP, and therefore also beneficially owns 36.6% of the Issuer.

 

(b)

The Reporting Persons have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the shares beneficially owned by CAPP.

 

(c)

In addition to the transaction described in Item 3, CAPP sold 436,681 shares of Issuer Common Stock on November 13, 2014 at $2.29 per share in a private transaction.

 

(d)

Not applicable.

 

(e)

Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth under Item 3 of this Statement is incorporated herein by reference.

Other than the Agreements described in Item 3 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between CAPP, Mr. Pastor, and any other person with respect to any securities of the Issuer.

Item 7.  Materials to Be Filed as Exhibits

Exhibit 1	Joint Filing Agreement
Exhibit 2	Stock Option, dated August 1, 2014, from respective holders of common stock of Twinlab Consolidated Holdings, Inc. to Capstone Financial Group, Inc.
Exhibit 3*	Series A Warrant, dated as of September 30, 2014, issued by Twinlab Consolidated Holdings, Inc. to Capstone Financial Group, Inc.
Exhibit 4*	Series B Warrant, dated as of September 30, 2014, issued by Twinlab Consolidated Holdings, Inc. to Capstone Financial Group, Inc.
Exhibit 5*	Common Stock Put Agreement, dated as of September 30, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc.
Exhibit 6*	Registration Rights Agreement, dated as of September 30, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc.
Exhibit 7**	Amendment No. 1 to Common Stock Put Agreement, dated December 15, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc.

*

Incorporated by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC on October 6, 2014.

**

Incorporated by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 16, 2014.

CUSIP No. 901773101		13D		Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 17, 2014
		Capstone Financial Group, Inc.
	By:	/s/ Darin R. Pastor
		Darin R. Pastor, Chief Executive Officer
		/s/ Darin R. Pastor
		Darin R. Pastor, an individual

---

Exhibit 1

 

Joint Filing Agreement

 

The undersigned hereby agree to the joint filing on behalf of each of them of Schedule 13D with respect to the shares of Common Stock, par value $.001 per share, of Twinlab Consolidated Holdings, Inc. and any amendments to such statement on Schedule 13D executed by each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on December 17, 2014.

 

CAPSTONE FINANCIAL GROUP, INC.

 

/s/ Darin R. Pastor

Darin R. Pastor, Chief Executive Officer

 

DARIN R. PASTOR

 

/s/ Darin R. Pastor

Darin R. Pastor, an individual

 

 

---

Exhibit 2

 IRREVOCABLE STOCK OPTION AGREEMENT

 

Irrevocable Stock Option Agreement (the "Agreement") dated August 1, 2014, by and between, [*] (the "Optionor"), and Capstone Financial Group, Inc. (the "Optionee").

 

WHEREAS, Optionor is the owner of [*] un-restricted registered shares (the "Optionor Stock") of common stock of MIRROR ME, INC., (or the "Company"); and

 

WHEREAS, Optionee wishes to buy the Optionor Stock from Optionor and Optionor wishes to convey the Optionor Stock to Optionee, ("the Option") all upon the terms and subject to the conditions herein set forth.

 

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

 

I.

Purchase and Sale of the Optionor Stock.

 

1.1

Agreement to Option Optionor Stock. Subject to the terms and on the conditions hereinafter set forth, Optionor hereby agrees to provide Optionee the irrevocable right to acquire Optionor Stock for the aggregate consideration of [* $0.02 per share] (the "Purchase Price"), to be paid as follows:

a)

[* $0.015 per share] shall be paid in cash or company check or other reasonably acceptable method, current herewith, as consideration for the Option to acquire the Optionor Stock;

b)

[* $0.005 per share] shall be paid concurrent with the exercise of the Option.

 

1.2

Exercise of the Option and Closing of the Purchase. The exercise of the Option and the closing of the purchase and sale of the Optionor Stock (the "Closing") shall be deemed to take place at the offices of Optionee, on or before August 5, 2015, or at the earliest date of the completion of the events as set forth in the following sentence; however Optionee shall not to be allowed to exercise this Option prior in time to October 15, 2014. At the Closing: (i) Optionor will cause Optionor Stock to be delivered to Optionee in certificate form in the name of Optionee directly to: Capstone Financial Group, Inc., 2600 Michelson Dr., Suite 700, Irvine, California, 92612, or as otherwise directed by the Optionee; and (ii) upon receipt of the Optionor Stock, Optionee shall deliver to Optionor the Purchase Price, by company check, certified check, official bank check or wire transfer, as reasonably directed by Optionor's designee. At no time does Optionee intend the aggregate amount of shares of the Company common stock held by Optionee to exceed 4.99%.

 

[* Agreements on this form were entered into with holders of an aggregate of 174,860 (pre-split) shares.]

II.

Representations and Warranties of

 

Optionor hereby represents and warrants that:

 

2.1

Due Authorization. Optionor has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Optionor and is enforceable against Optionor in accordance with its terms.

 

2.2

No Consents; No Contravention. The execution, delivery and performance by Optionor of this Agreement (i) require no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Optionor is a party or by which he or the Optionor Stock is bound, or any judgment, order, decree or other instrument binding upon Optionor or the Optionor Stock.

 

2.3

Ownership; No Encumbrance. At the Closing, Optionor is the sole legal, record and beneficial owner of the Optionor Stock. Optionor has good and marketable title to the Optionor Stock and the Optionor Stock is and at Closing shall be free and clear of all liens, pledges, mortgages, charges, security interests or encumbrances of any kind or nature. The Optionor Stock is fully paid, free trading and may be sold by Optionee at any time in a market transaction. There are no outstanding options, warrants, or rights to purchase the Optionor Stock other than through this Agreement. This representation shall survive the Closing.

 

2.4

Optionor Acknowledgment. Optionor represents that Optionor is the original owner of the Optionor Stock, having acquired the stock pursuant to a Registration Statement filed with the Securities and Exchange Commission. Optionor acknowledges that Optionor is providing the Option on the Optionor Stockto Optionee with the knowledge that the Optionor Stock has a limited current market value and that Optionor acknowledges that Optionor has had an opportunity to review the Company's SEC filings, and discuss the status of the Company with its management, and based thereon understands that the value of the Optionor Stock may go up in value as a result of anticipated confidential information provided to Optionor. Optionor acknowledges that Optionor is selling the Optionor Stock under current market price, and under the price Optionor paid for the Optionor Stock. Optionor understands that Optionee may be purchasing stock from other shareholders of the Company, and has limited its purchases to no greater than 4.99% of the Company's issued and outstanding common shares. Optionee has set no time limit in which to acquire the other shares of Company stock being purchased by the Optionee, which shall not in the aggregate exceed 4.99%. Optionee is unaware as to how many shares the Optionee will acquire or how many shares Optionee will be able to acquire in the future.

2.5

Litigation. There are no investigations, actions, suits or proceedings, administrative or otherwise, threatened or pending that affects Optionor's rights to the Optionor Stock, the sale of the Optionor Stock itself or the Company.

 

2.6

Insolvency. Optionor is not insolvent, is not in receivership, nor is any application for receivership pending; no proceedings are pending by or against it in bankruptcy or reorganization in any state or federal court; nor has it committed any act of bankruptcy.

 

2.7

Broker Fee. Optionor and Optionee hereby represent and warrant that there has been no act or omission by Optionor or the Optionee which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee or other like payment in connection with the transaction contemplated hereby.

 

III.

Representations and Warranties of

 

Optionee hereby represents and warrants that:

 

3.1

Due Authorization. Optionee has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Optionee and is enforceable against Optionee in accordance with its terms.

 

3.2

No Consents; No Contravention. The execution, delivery and performance by Optionee of this Agreement (i) require no authorization, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Optionee is a party or by which he is bound, or any judgment, order, decree or other instrument binding upon Optionee.

 

3.3

Limitation of Purchases. The Optionee has represented to Optionor, Optionee's intention to acquire additional shares of the Company's common stock over various times, in amounts not to exceed 4.99% of the issued and outstanding common stock of the Company, in transactions directly with the original shareholders, in non-public transactions, at various prices, on a negotiated basis, at prices below current market valuations.

 

IV.

Optionor's Conditions to Closing.

 

4.1

Accuracy of Representations. Each of the representations and warranties of Optionee contained in Article III shall be true, complete and correct in all respects.

4.2

No Action to Restrain. No statute, rule, regulation, judgment, injunction, order or decree shall have been enacted, entered, promulgated, enforced or deemed applicable by any court of competent jurisdiction, arbitrator, government or governmental authority or agency, which statute, rule, regulation, judgment, injunction, order or decree shall be in effect and restrain, enjoin, prohibit or otherwise make illegal the consummation of the sale and purchase of the Optionor Stock contemplated by this Agreement.

 

V.

Optionee's Conditions to Closing.

 

5.1

Accuracy of Representations. Each of the representations and warranties of Optionor contained in Article II shall be true, complete and correct in all respects.

 

5.2

No Action to Restrain. No statute, rule, regulation, judgment, injunction, order or decree shall have been enacted, promulgated, enforced or deemed applicable by any court of competent jurisdiction, arbitrator, government or governmental authority or agency, which statute, rule, regulation, judgment, injunction, order or decree shall be in effect and restrain, enjoin, prohibit or otherwise make illegal the consummation of the sale and purchase of the Optionor Stock contemplated by this Agreement.

 

VI.

Miscellaneous.

 

6.1

Indemnification. Optionor shall indemnify, defend and hold harmless Optionee from and against any loss, liability, claim or damage (including incidental and consequential damages), expenses (including costs of investigation and defense and reasonable attorney's fees), whether or not involving a third-party claim, arising out of or in connection with the purchase of the Optionor Stock.

 

6.2

Binding Effect; Assignment. Except as provided to the contrary hereinabove, this Agreement shall apply to and shall be binding upon the parties hereto, their respective successors and assigns and all persons claiming by, through or under any of the aforesaid persons.

 

6.3

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

 

6.4

Amendment. This Agreement may not be amended or modified, except by a written instrument signed by the parties hereto.

6.5

Applicable Law. This agreement and all transactions contemplated in this Agreement shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Clark County, State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

 

6.6

Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained in this Agreement shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

 

6.7

Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given when received.

 

6.8

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

 

6.9

Assignability. This Agreement, and rights granted herein by Optionor, may be assigned by Optionee, at any time, without the approval of Optionor.

 

 

 

 

IN WITNESS WHEREOF, Optionor and Optionee have executed this Agreement as of the date set forth above.

 

	OPTIONOR:
	By:
	Name:	/s/ [*]
	Title:	Non-Affiliate
	OPTIONEE:
	Company:	Capstone Financial Group, Inc.
	By:	/s/ Darin R. Pastor
	Name:	Darin R. Pastor
	Title:	CEO
	Tax Id: