caps20260618

caps20260618_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2026

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-33560		86-0585310
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5141 W. 122nd Street

Alsip, IL 60803

(Address of principal executive offices)

Registrant’s telephone number, including area code: (708) 371-0660

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0005 per share		CAPS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Berkshire Bank Credit Agreement

As previously disclosed, on December 20, 2017, TotalStone, LLC (“TotalStone”), a subsidiary of Capstone Holding Corp. (the “Company”), entered into a Revolving Credit, Term Loan and Security Agreement, as amended (the “Revolving Credit Agreement"), with Berkshire Bank, which was subsequently succeeded by Beacon Bank & Trust. Under the Revolving Credit Agreement, TotalStone may borrow up to $11,500,000 under a revolving credit facility for working capital purposes. The outstanding balance under the revolving credit facility was approximately $9,556,086 as of March 31, 2026.

On June 17, 2026, TotalStone entered into the sixteenth amendment to the Revolving Credit Agreement (the “Sixteenth Amendment to the Revolving Credit Agreement”) to extend the maturity date of the Revolving Credit Agreement to December 31, 2026.

Stream Finance Credit Agreement

As previously disclosed, on March 8, 2023, TotalStone entered into the Second Amended and Restated Credit Agreement, as amended (the “Stream Finance Credit Agreement”), with Stream Finance, LLC (“Stream Finance”), as agent. As of March 31, 2026, the Company’s outstanding principal was $2,581,088. As of March 31, 2026, accrued and deferred interest was $524,431. The Company has also accrued an amendment fee of $695,000 payable to Stream Finance on the Deferral Date (as defined in the Stream Finance Credit Agreement).

On June 17, 2026, TotalStone entered into the fourth amendment to the Stream Finance Credit Agreement (the “Fourth Amendment to Stream Finance Credit Agreement”) to extend the maturity date of the Stream Finance Credit Agreement to September 30, 2028.

The foregoing does not purport to be a complete description of the Sixteenth Amendment to the Revolving Credit Agreement and the Fourth Amendment to the Stream Finance Credit Agreement, and such description is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference into this Item 2.03.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 18, 2026, the Company held an annual meeting of stockholders (the “Annual Meeting”) virtually.

As of the close of business on April 22, 2026, the record date for the Annual Meeting (the “Record Date”), there were a total of 16,888,500 votes outstanding, consisting of (i) 14,435,905 shares of common stock, (ii) 985,063 shares of Series B Preferred Stock, and (iii) 1,467,532 shares of the company’s Series Z Preferred Stock, each entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 10,060,025 votes, comprised of shares of the Company’s common stock, Series B Preferred Stock and Series Z Preferred Stock, equivalent to approximately 59.57% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The holders of Series Z Preferred Stock were not entitled to vote on Proposal Five. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The two nominees for Class I director were elected to serve a one-year term as follows:

Director	Votes For		% Votes For			Votes Withheld		% Votes Withheld
Fredric J. Feldman, Ph.D.		7,903,599		94.07	%		498,185		5.93	%
Elwood D. Howse, Jr.		7,893,504		93.95	%		508,280		6.05	%

2. The two nominees for Class II director were elected to serve a two-year term as follows:

Director	Votes For		% Votes For			Votes Withheld		% Votes Withheld
John M. Holliman, III		7,892,856		93.94	%		508,928		6.06	%
Gordon Strout		7,889,264		93.90	%		512,520		6.10	%

3. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows:

Votes For			Votes Against				Broker Non-Votes				Votes Abstained
9,425,270				302,428				0				371,000

4. The proposal of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors in its discretion within twelve months of stockholder approval was approved as follows:

Votes For			Votes Against				Broker Non-Votes				Votes Abstained
8,171,581				1,923,132				0				3,985

5. The proposal of an amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan (the “First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan”) to increase the maximum aggregate number of shares available for awards from 21.5% of the number of Common Shares outstanding as of the first trading day of each quarter to 35% of the number of Common Shares outstanding as of the first trading day of each quarter was approved as follows:

Votes For			Votes Against				Broker Non-Votes				Votes Abstained
7,309,819				1,081,988				1,696,914				9,977

A copy of the First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

6. The proposal of the adjournment of the Annual Meeting was approved as follows:

Votes For			Votes Against				Broker Non-Votes				Votes Abstained
8,569,818				1,035,346				0				493,534

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
10.1		Sixteenth Amendment to Revolving Credit, Term Loan and Security Agreement, dated June 17, 2026, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, CS Purchase Holdings LLC, Carolina Stone Holdings, LLC, Carolina Stone Distributors, LLC, and Beacon Bank & Trust
10.2		Fourth Amendment to Second Amended and Restated Credit Agreement, dated June 17, 2026, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC.
10.3		First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 21, 2026	Capstone Holding Corp.

	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

Exhibit 10.1

EXECUTION COPY

SIXTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN

AND SECURITY AGREEMENT

THIS SIXTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Sixteenth Amendment”) is entered into as of June 11, 2026, as defined below, by and among TOTALSTONE, LLC, a Delaware limited liability company (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC (f/k/a NEM Purchaser, LLC), a Delaware limited liability company (“Northeast”), TOTALSTONE PROPERTIES, LLC, a Delaware limited liability company (“Properties”), CS PURCHASE HOLDINGS LLC, a Delaware limited liability company (“CS Purchase”), CAROLINA STONE HOLDINGS, LLC, a Delaware limited liability company (“Carolina Holdings”), and CAROLINA STONE DISTRIBUTORS, LLC, a Delaware limited liability company (“Carolina Distributors,” collectively with CS Purchase, Carolina Holdings (“CSP” , and collectively with TotalStone, Northeast, Properties, CS Purchase, and Carolina Holdings, the “Borrower”), and BEACON BANK & TRUST (successor by merger to BERKSHIRE BANK), a Massachusetts chartered trust company (“Lender”).

RECITALS

Whereas, the Borrower and Lender entered into a certain Revolving Credit, Term Loan and Security Agreement dated December 20, 2017 (as amended, replaced, restated, modified and/or extended from time to time, inclusive of the First Amendment and the Fifteenth Amendment (the “Loan Agreement”);

Whereas, Borrower has requested and Lender has agreed to modify the terms of the Loan Agreement as set forth in this Sixteenth Amendment;

Whereas, Borrower and Lender have agreed that in the event of any conflict between the terms and conditions set forth in this Sixteenth Amendment and those in the Loan Documents, the terms and conditions set forth in this Sixteenth Amendment shall control; and

Now, therefore, in consideration of the Lender’s continued extension of credit and the agreements contained herein, the parties agree as follows:

AGREEMENT

1)	ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account sent to the Borrower with respect to the Obligations is correct.

2)	MODIFICATIONS AND NEW DEFINITIONS. The Loan Agreement be and hereby is modified as follows:

(a)

The following definitions are hereby modified or added to Section 1.2 in of the Loan Agreement in alphabetical order to read in their entirety as follows:

“Maturity Date” shall mean December 31, 2026.

“Sixteenth Amendment” shall mean the Sixteenth Amendment to the Revolving Credit, Term Loan and Security Agreement by and among the Borrower and the Lender dated as of the Sixteenth Amendment Effective Date.

“Sixteenth Amendment Effective Date” shall mean the date of satisfaction of all the preconditions set forth in Section 4 of this Sixteenth Amendment.

ACKNOWLEDGMENTS BY BORROWER. Borrower acknowledges and represents that:

(a)

the Loan Agreement and the Other Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;

(b)

to the best of its knowledge, no default by the Lender in the performance of their duties under the Loan Agreement or the Other Documents has occurred;

(c)

all representations and warranties of the Borrower contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date;

(d)

Borrower has taken all necessary action to authorize the execution and delivery of this Sixteenth Amendment;

(e)

Borrower shall pay (i) an amendment fee in the amount of $14,375.00 (“Amendment Fee”) and (ii) Lender’s Legal Fees and Costs incurred in connection with the negotiation, preparation, and execution of the Sixteenth Amendment, both of which are fully earned upon the Effective Date and which Lender may charge to the Borrower’s loan account; and

(f)

this Sixteenth Amendment is a modification of an existing obligation and is not a novation.

PRECONDITIONS. As preconditions to the effectiveness of any of the modifications, contained herein:

(a)

provide the Lender with this Sixteenth Amendment and the Board Consent, each properly executed;

(b)

the Borrower shall pay all legal fees to Mandelbaum Barrett PC incurred by the Lender in entering into this Sixteenth Amendment; and

(c)

pay to the Lender the amendment fee described in Section 3(e) of this Sixteenth Amendment.

MISCELLANEOUS. This Sixteenth Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts, without reference to that state’s conflicts of law principles. This Sixteenth Amendment, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Sixteenth Amendment, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Sixteenth Amendment shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Sixteenth Amendment, the Loan Agreement or the Other Documents. This Sixteenth Amendment may be executed in any number of counterparts, each of which when executed and delivered (in original or by facsimile or other electronic means such as PDF) shall be deemed an original and all of which together shall constitute one and the same instrument.

Page 2 of 5

DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in Commonwealth of Massachusetts.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 3 of 5

IN WITNESS WHEREOF, the undersigned have signed and sealed this Sixteenth Amendment the day and year first above written.

	TOTALSTONE, LLC



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Manager

	NORTHEAST MASONRY DISTRIBUTORS, LLC (f/k/a NEM Purchaser, LLC) By: TotalStone, LLC, its Managing Member



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Manager

	TOTALSTONE PROPERTIES, LLC By: TotalStone, LLC, its Managing Member



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Manager

	CS PURCHASE HOLDINGS LLC



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Secretary

[Signatures Continue on the Next Page]

[Signature Page – Sixteenth Amendment To Revolving Credit Term Loan And Security Agreement]

	CAROLINA STONE HOLDINGS, LLC



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Secretary

	CAROLINA STONE DISTRIBUTORS, LLC



	By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Secretary

	BEACON BANK & TRUST, (successor by Merger to BERKSHIRE BANK) a Massachusetts chartered trust company, as Lender



	By:	/s/ Ben Garcia
	Name:	Ben Garcia
	Title:	Senior Vice President

[Signature Page – Sixteenth Amendment To Revolving Credit Term Loan And Security Agreement]

Exhibit 10.2

FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated and effective as of June 17, 2026 (the “Execution Date”) is entered into by and among TOTALSTONE, LLC, a Delaware limited liability company (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC, a Delaware limited liability company (“Northeast”), TOTALSTONE PROPERTIES, LLC, a Delaware limited liability company (“Properties”, and together with TotalStone and Northeast, individually or collectively, “Borrower”), STREAM FINANCE, LLC, a Delaware limited liability company (in its individual capacity, “Stream”), as agent for the Lenders (as defined below) (in such capacity, the “Agent”), and the Lenders signatory hereto.

WHEREAS, Borrower, Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of March 8, 2023, as amended and modified by that certain Consent, Waiver and Amendment to Second Amended and Restated Credit Agreement dated as of October 18, 2024, that certain Consent and Second Amendment to Second Amended and Restated Credit Agreement dated as of March 3, 2025, and that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of June 11, 2025 (the “Third Amendment”) (as so amended, the “Existing Credit Agreement” and as the Existing Credit Agreement is amended and modified by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower has requested that the Agent and the Lenders extend the maturity date and defer certain cash interest payments; and

WHEREAS, the Agent and the Lenders are willing to provide such amendments solely on the terms, conditions, and provisions contained in this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1

INCORPORATION OF RECITALS; DEFINED TERMS

The Borrower acknowledges that the Whereas clauses set forth above are true and correct. The defined terms in the Whereas clauses set forth above are hereby incorporated into this Amendment by reference. All other capitalized terms used herein without definition shall have the same meanings herein ascribed to such terms have in the Existing Credit Agreement.

SECTION 2

DEFERRALS AND ACKNOWLEDGMENTS

2.1 In the Third Amendment, the Agent and the Lenders consented to the deferral of the date for payment in cash of the amount of accrued interest pursuant to Section 1.2(a)(iii) of the Existing Credit Agreement for the Interest Payment Dates of July 1, 2025 (the “July 2025 Interest Payment”), October 1, 2025 (the “October 2025 Interest Payment”) and January 1, 2026 (the “January 2026 Interest Payment”) from such dates to September 30, 2027.

2.2 In the Third Amendment, the Borrower confirmed, acknowledged and agreed that the amount of the July 2025 Interest Payment is $73,681 and that such amount is unconditionally owing, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.3 In the Third Amendment, the Borrower confirmed, acknowledged and agreed that the amount of the October 2025 Interest Payment is $75,695 and that such amount is unconditionally owing, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.4 In the Third Amendment, the Borrower confirmed, acknowledged and agreed that the amount of the January 2026 Interest Payment is $76,082 and that such amount is unconditionally owing, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.5 In the Third Amendment, the Agent and the Lenders consented to the deferral of the date for payment in cash of the amount of accrued interest pursuant to Section 1.2(a)(ii)(y)(B) of the Existing Credit Agreement from July 1, 2025 to April 1, 2026 (the “Stub Interest Payment”), and the Borrower confirmed, acknowledged and agreed that the amount of the Stub Interest Payment is $18,805 and that such amount is unconditionally owing, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.6 The Borrower will pay the maximum amount of the Stub Interest Payment, the July 2025 Interest Payment, the October 2025 Interest Payment and the January 2026 Interest Payment on September 30, 2027 that would not cause the cushion to the financial covenants in the Berkshire Bank Facility after giving effect to such payments to be less than 35%, and the Agent and the Lenders hereby consent to the deferral of the unpaid portion of the Stub Interest Payment, the July 2025 Interest Payment, the October 2025 Interest Payment and the January 2026 Interest Payment after giving effect to such payment from September 30, 2027 to September 30, 2028.

SECTION 3

AMENDMENT TO EXISTING CREDIT AGREEMENT

3.1 The definition of “Maturity Date” in Annex A is hereby amended and restated in its entirety to provide as follows:

“Maturity Date” means the date that is September 30, 2028.

SECTION 4

REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Agent and the Lenders that:

4.1 Due Authorization, etc. The execution and delivery of this Amendment by Borrower and the performance of Borrower’s obligations hereunder are duly authorized by all necessary corporate or limited liability company action do not require any filing or registration with or approval or consent of any governmental agency or authority, do not and will not conflict with, result in any violation of or constitute any default under any provision of its articles of organization, or operating agreement or that of any of Borrower’s Subsidiaries or any material agreement or other document binding upon or applicable to it or any of its Subsidiaries (or any of their respective properties) or any material law or governmental regulation or court decree or order applicable to it or any of its Subsidiaries, and will not result in or require the creation or imposition of any Lien in any of its properties or the properties of any of its Subsidiaries pursuant to the provisions of any agreement binding upon or applicable to it or any of its Subsidiaries.

4.2 Validity. This Amendment has been duly executed and delivered by Borrower and, together with the Amended Credit Agreement, constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of the rights of creditors generally.

4.3 Existing Representations and Warranties. Borrower hereby represents and warrants to Agent and the Lenders that, as of the date of this Amendment, the representations and warranties contained in Section 5 of the Existing Credit Agreement are true and correct on the date of this Amendment, except to the extent that such representations and warranties solely relate to an earlier date.

SECTION 5

CONDITIONS PRECEDENT

This Amendment shall become effective upon satisfaction of all of the following conditions precedent:

5.1 Receipt of Documents: Agent shall have received all of the following, each in form and substance satisfactory to Agent and the Required Lenders:

(a) Amendment. A counterpart original of this Amendment duly executed by the parties hereto; and

(b) Other. Such other documents as the Agent may reasonably request.

SECTION 6

MISCELLANEOUS

6.1 Warranties. In order to induce the Agent and the Lenders to enter into this Amendment, Borrower hereby warrants to the Lender, as of the Execution Date, that the representations and warranties in Section 4 of this Amendment are true and correct.

6.2 Documents Remain in Effect. Except as amended and modified by this Amendment, the Existing Credit Agreement and the other documents executed pursuant to the Existing Credit Agreement remain in full force and effect and Borrower hereby ratifies, adopts and confirms its representations, warranties, agreements and covenants contained in, and obligations and liabilities under, the Existing Credit Agreement and the other documents executed pursuant to the Existing Credit Agreement.

6.3 Reference to Credit Agreement. On and after the effective date of this Amendment, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the “Credit Agreement” in any Loan Documents, or other agreements, documents or other instruments executed and delivered pursuant to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

6.4 Headings. Headings used in this Amendment are for convenience of reference only, and shall not affect the construction of this Amendment.

6.5 Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

6.6 Expenses. Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of Agent and Lenders (including reasonable fees, charges and disbursements of Agent’s and Lenders’ attorneys) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, Borrower agrees to pay, and save Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Amendment, the borrowings under the Amended Credit Agreement, and the execution and delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, in each case to the same extent required under the Amended Credit Agreement. All obligations provided in this Section 6.6 shall survive any termination of this Amendment or the Amended Credit Agreement.

6.7 Confirmation of Obligations; Release.

(a) Borrower hereby confirms that the Borrower is indebted to the Lenders for the Loan outstanding under the Existing Credit Agreement as of the date hereof, and is also obligated to the Lenders in respect of other Obligations as set forth in the Amended Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, the Revised Amendment Fee). Borrower further acknowledges and agrees that as of the date hereof, it has no claim, defense or set-off right against Lenders of any nature whatsoever, whether sounding in tort, contract or otherwise, and has no claim, defense or set-off of any nature whatsoever to the enforcement of the full amount of the Loans and other obligations of the Borrower and the Guarantors under the Amended Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, the Revised Amendment Fee).

(b) Notwithstanding the foregoing, to the extent that any claim, cause of action, defense or set-off against Agent or Lenders or the enforcement of the Amended Credit Agreement or any other Loan Document, of any nature whatsoever, known or unknown, fixed or contingent, does nonetheless exist or may exist on the date hereof, in consideration of Agent’s and the Lenders’ entering into this Amendment, Borrower hereby irrevocably and unconditionally waives and releases fully each and every such claim, cause of action, defense and set-off which exists or may exist on the date hereof.

(c) All obligations provided in this Section 6.7 shall survive any termination of this Amendment or the Amended Credit Agreement.

6.8 Governing Law; Certain Other Matters.

(a) This Amendment shall be a contract made under and governed by the internal laws of the State of New York. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable laws, but if any provision of this Amendment shall be prohibited by or invalid under such laws, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(b) This Amendment and all other agreements and documents executed in connection herewith have been prepared through the joint efforts of all of the parties. Neither the provisions of this Amendment or any such other agreements and documents nor any alleged ambiguity shall be interpreted or resolved against any party on the ground that such party’s counsel drafted this Amendment or such other agreements and documents, or based on any other rule of strict construction. Each of the parties hereto represents and declares that such party has carefully read this Amendment and all other agreements and documents executed in connection herewith and therewith and that such party knows the contents thereof and signs the same freely and voluntarily. The parties hereby acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Amendment and all other agreements and documents executed in connection therewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect.

6.9 Successors. This Amendment shall be binding upon Borrower, Agent, each Lender and their respective successors and permitted assigns (if any), and shall inure to the benefit of Borrower, Agent, each Lender and their respective successors and permitted assigns (if any).

6.10 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.

6.11 Conflict of Terms. In the event of a conflict between or among the terms, covenants, conditions or provisions of this Amendment, the Amended Credit Agreement or the other Loan Documents, Agent and the Lenders may elect to enforce from time to time those provisions that would afford Agent and the Lenders the maximum financial benefits and security for such obligations and liabilities thereunder and/or provide the Agent and the Lenders the maximum assurance of payment of such liabilities and obligations in full.

6.12 Oral Agreements Not Binding. Except as set forth herein, as of the date this Amendment is executed, there are no offers outstanding from Agent or the Lenders to Borrower with respect to the amendments and other agreements of Agent and the Lenders set forth herein. Any prior offer by Agent or any Lender, whether oral or written is hereby rescinded in full. There are no oral agreements between Agent or any Lender and Borrower; any agreements concerning the Borrower’s liabilities are expressed only in this Amendment, the Amended Credit Agreement and the existing Loan Documents.

6.13 Advice of Counsel. Borrower acknowledges that it was advised by Agent and the Lenders to seek the advice of legal counsel in negotiating and reviewing this Amendment, and further acknowledge that they have had the opportunity to obtain advice of legal counsel.

[signature page attached]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized.

	BORROWER: TOTALSTONE, LLC, a Delaware limited liability company

	By:	/s/ Edward Schultz
	Name:	Edward Schultz
	Title:	CFO

	NORTHEAST MASONRY DISTRIBUTORS, LLC, a Delaware limited liability company By: TOTALSTONE, LLC, its managing member

	By:	/s/ Edward Schultz
	Name:	Edward Schultz
	Title:	CFO

	TOTALSTONE PROPERTIES, LLC, a Delaware limited liability company By: TOTALSTONE, LLC, its managing member

	By:	/s/ Edward Schultz
	Name:	Edward Schultz
	Title:	CFO

AGENT: STREAM FINANCE, LLC a Delaware limited liability company

By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Manager

LENDERS: STREAM FINANCE, LLC a Delaware limited liability company

By:	/s/ Matthew Lipman
	Name:	Matthew Lipman
	Title:	Manager