AGREEMENT


 


This
AGREEMENT (“Agreement”) dated as of October 28, 2014, is made by and
between Darin Pastor, an individual (“Pastor”), and Capstone Financial Group, Inc., 
a Nevada corporation (the “Corporation”).


 


RECITALS


 


WHEREAS,
on December 13,
2013, the Corporation
entered into a
reverse triangular merger by and among Capstone Sub Co (“Sub Co.”),
a Nevada corporation and a wholly owned subsidiary of the Company, and Capstone Affluent
Strategies, Inc. (“Affluent”), a California Corporation.
(the “Merger Agreement”)
Sub Co and
Affluent being the
constituent entities in the Merger.
Pursuant to the terms of the Merger, Sub Co merged with Affluent wherein Sub Co ceased
to exist and Affluent became a wholly owned subsidiary of the corporation (the “Merger.”);
and


 


WHEREAS,
on January 15, 2014 the Merger was completed, however as a result  of being unable
to complete a timely audit of the financial statements, among other things, on May 14,
2014, the Corporation, Sub Co. and Affluent executed a Rescission Letter Agreement,
wherein they mutually agreed to rescind the Merger Agreement rendering the Merger Agreement
void and of
no effect, without
any liability on
any party to
the Merger Agreement
(“Merger Rescission”); and


 


WHEREAS,
on April 28, 2014, a Domestic Stock Corporation Certificate of Dissolution for
Affluent was prematurely
filed with the
Secretary of State
of California dissolving
Affluent as a corporation (the “Affluent Dissolution.”); and


 


WHEREAS,
as a result of the Affluent Dissolution, neither the Corporation, Affluent nor Pastor were provided the opportunity to properly
document and effectuate their intentions subsequent to the Merger Rescission;
and


 


WHEREAS,
Pastor was the President and Director of Affluent prior to its dissolution and the
Corporation still desires
to utilize Pastor’s
expertise, knowledge base
and experience, and believes that
Pastor’s efforts and development of the Affluent business have an overriding redeeming
economic value to the Corporation; and


 


WHEREAS,
the Corporation wishes to assume certain assets from Affluent in exchange for the assumption
of certain liabilities; and


 


WHEREAS,
Pastor and the
Corporation feel it
is in the
best interests of
all involved to enter
into this Agreement
memorializing the intentions,
as if they
were originally given
the chance to enter into such; so


 


NOW,
THEREFORE, in consideration
of the foregoing
recitals, the following
mutual covenants  and  agreements,
 and  other 
good  and  valuable 
consideration,  the  receipt 
and




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sufficiency of which are hereby acknowledged by each
of the parties hereto, the Corporation and Pastor hereby agree as
follows:


 


1.                 
Assignment and Transfer by Pastor and Affluent. Subject to the terms
and conditions of this Agreement, Pastor and Affluent hereby transfers, assigns and conveys
to Corporation all rights,
title and interest
in and to
the Assets, listed
in Exhibit A
attached hereto, (“Assets”) subject to all liens and
encumbrances against such Assets.


 


2.                 
Acceptance and
Assumption by Corporation.
Corporation hereby agrees
to and shall accept and assume the rights, title and interest in the Assets
in consideration and in exchange for
assuming the obligations
contained in and
under the Liabilities
listed in Exhibit
B Attached hereto (“Liabilities”); in


 


3.                 
Representations and Warranties of Pastor and Affluent. Pastor and
Affluent represents and warrants to the Corporation as follows:


 


(a)               
Pastor and Affluent, individually and collectively, possess all
ownership rights in and to the Assets and no other person has any rights therein or
thereto.


 


(b)              
Pastor and Affluent, individually and collectively have paid in full
all taxes, levies and other assessments of any kind to which any of the Assets are
subject.


 


(c)               
No consent, approval, notice or filing pursuant to applicable
law (including, without limitation, any community property law) or otherwise is required to be
made or to be obtained from any person not a party to this Agreement in connection with the transactions contemplated by
this Agreement, except such consents, approvals, notices or
filings as have already been made or obtained on or prior to the date hereof.


 


(d)              
Pastor and Affluent, jointly and severally, agree to indemnify
the Corporation to the fullest extent permitted by applicable law against all losses,
expenses (including reasonable attorneys'
fees and expenses),
claims, damages or
liabilities based on,
or arising out of the leases, liens, or encumbrances related to the Assets or (ii) based on, arising
out of or pertaining to the transactions contemplated by this Agreement.


 


4.                 
Tax Consequences. Pastor and Affluent will look solely to, and rely 
upon, his/their own advisors with respect to the tax consequences of this Agreement.


 


5.                 
Assignment. This
Agreement may not
be changed, supplemented
or otherwise modified except by a writing signed by the parties
hereto.


 


6.                 
Notices. Any
notice to be
given under this
Agreement shall be
in writing and shall be deemed effective
upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage
prepaid and properly addressed to the party entitled to such notice at the address
indicated as such party may designate by ten (10) days’ advance written notice under
this section to all other parties to this Agreement.




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7.                 
No Waiver. The failure of any party at any time to enforce performance 
by another party of
any provision of
this Agreement shall
in no way
affect the party's
rights to enforce that performance, nor shall the waiver by any party of any breach
of any provision of this letter agreement
be deemed to
be a waiver
by that party
of any other
breach of that
provision or any other provision of this
Agreement.


 


8.                 
Undertaking. Pastor and Affluent hereby agree to take whatever additional
action and execute whatever additional documents the Corporation may deem necessary or advisable
in order to carry out or effect one or more of the obligations of this Agreement.


 


9.                 
Governing Law. This Agreement shall be governed by, construed under
and enforced in accordance
with, the laws
of the State
of California, as
such laws are
applied to contracts entered into and performed in such State without resort
to that State’s conflict-of-laws provisions.


 


10.             
Successors and
Assigns. The provisions
of this Agreement
shall inure to
the benefit of, and
be binding upon,
the Corporation and
its successors and
legal representatives, heirs, legatees, distributees, and transferees by operation
of law, whether or not any such person shall have
become a party
to this Agreement
and have agreed
in writing to
join herein and
be bound by the terms and conditions hereof.


 


11.             
Counterparts. This Agreement may be executed in one or more
counterparts. Each such counterpart shall be deemed to be an original and all such counterparts shall
together constitute one and the same instrument.


 


12.             
Captions. The captions and headings of the sections included in this
Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation
of this Agreement.


 


13.             
Entire Agreement. This instrument contains the entire agreement of the
parties relating to the rights granted and obligations assumed in this instrument. Any
oral representations or modifications concerning this instrument shall be of no force or effect
unless contained in a subsequent written modification signed by the party to be charged.


 


14.             
Attorneys' Fees. If any legal action, arbitration or other proceeding is brought
for the enforcement of this Agreement, or because of any alleged dispute, breach, default
or misrepresentation in connection with this Agreement, the successful or prevailing party shall
be entitled to recover actual attorneys' fees (including fees for paraprofessionals and
similar personnel and disbursements) and other costs it incurs in that action or proceeding, in addition
to any other relief to which it may be entitled. The parties agree that actual attorneys' fees shall
be based on the
attorneys' fees actually
incurred (based on
the attorneys' customary
hourly billing rates) rather than the court or arbitrator making an independent
inquiry concerning reasonableness.




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15.             
Remedies Cumulative. The remedies of each party contained in this
Agreement are cumulative and shall not exclude or diminish any other remedies to which such party may
be lawfully entitled.


 


16.             
Dispute Resolution. All claims, disputes and other matters in
controversy (“Dispute”) arising directly or indirectly out of or related to this Agreement, or the
breach thereof, whether contractual or noncontractual, and whether during the term or after
the termination of this Agreement, shall be resolved exclusively according to the procedures set
forth in this Section.


 


(a)               
Neither party shall commence an arbitration proceeding pursuant to
the provisions of paragraph
(b) below unless
such party shall
first give a
written notice (a
“Dispute Notice”) to
the other party
setting forth the
nature of the
Dispute. The parties
shall attempt in good faith to resolve
the Dispute by mediation under the American Arbitration Association Commercial
Mediation Rules in
effect on the
date of the
Dispute Notice. If the
parties cannot agree on the selection of a mediator within twenty (20) days after
delivery of the Dispute Notice, the mediator shall be selected by
the American Arbitration Association. If
the Dispute has not been
resolved by mediation within sixty
(60) days after delivery of the Dispute Notice,
then the Dispute shall be determined by arbitration in accordance with the provisions of subparagraph (b) below.


 


(b)              
Any Dispute that is not settled by mediation as provided in paragraph
(a) above shall be resolved by arbitration before a single arbitrator appointed by the
American Arbitration Association or
its successor in
Clark County. The
determination of the
arbitrator shall be final
and absolute. The
arbitrator shall be
governed by the
duly promulgated rules
and regulations of the
American Arbitration Association
or its successor
then in effect,
and the pertinent provisions of the laws of the State of California relating
to arbitration. The decision of the arbitrator may be entered as
a final judgment in any court of the State of California or elsewhere.


 


[Signature page
follows]




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IN
WITNESS WHEREOF, each
of Pastor, Affluent
and the Corporation
has executed this Agreement as of the date first above
written.


 


 


		CORPORATION:	Capstone Financial
Group, Inc. a Nevada
corporation



 








 


 


/s/ George Schneider


George Schneider,
President


 





 


PASTOR:


 


/s/ Darin Pastor


Darin Pastor,
Individual


 


 





AFFLUENT:


 


/s/ Darin Pastor


Darin Pastor, former
President




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EXHIBIT
A


 


DESCRIPTION OF
ASSETS


 


 


The
Assets of Capstone Affluent Strategies, Inc. and/or Darin Pastor which were owned and
used by Capstone Affluent Strategies, Inc. and/or the directors and officers of Capstone
Affluent Strategies, Inc. subject to this Agreement:


 


	NAME	DESCRIPTION	VALUE
	Office Lease Capstone Affluent Strategies, Inc. and 2600, Michelson Drive, LLC (Edgecore) dated April 1, 2013	Prepaid Lease for the office space located for Suite 700 at 2600, Michelson Drive, Irvine CA. Termination date: March 31, 2015	$509,004 prepaid
	Regus Online Service Agreement- Lease for office space in New York, New York	Lease for office space in New York, New York	$85/month
	Travelers Property Casualty Company	Travelers Insurance to insure the furniture and fixtures in the Michelson Suite 700 office space.	$1,900 a year
	Cort Rental Agreement	Rental Agreement for office furniture	$120,124
	Cox Communications Services Agreement	Cox phone, cable and internet agreement prepaid for 24 months	$57,882.72
	Red Rock Cabling and Installation	Cabling and Installation of (Sharp 60” 1080P LCD TV & Sharp 70” 1080P LCD TV)	$14,218.22
	Coastal Gardens Agreement	Agreement to provide plants for the office space, prepaid in advance for 24 months	$5,902.89
	Building Signage	Capstone Affluent Strategies Signage paid in full	$3,795.40
	Lock Smith Costs	Cost to hire Locksmith to replace locks and keys	$2,200.02
	CDI Coastline Maintenance Agreement	Agreement for Maintenance of Irvine Building	$6,318.17
	Office Technology	Three printers, Wi-Fi routers & Adapters	$2,000
	Office Technology- Televisions	Cost of two televisions (Sharp 60” 1080P LCD TV & Sharp 70” 1080P LCD TV)	$10,000
	 	 	 




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Payroll paid to former Affluent employees now
working for the Corporation, and being paid wages from Pastor’s personal
account.


 


	EMPLOYEE NAME	TITLE	
        PAY PER
        PERIOD

        (every other
        Friday)

	Darin Pastor	Chief Executive Officer	$495.00
	Halford Johnson	Chief Financial Officer	$3,461.54
	Tracy Pastor	Chief Brand Officer	$360.00
	Tom Radice Jr.	Senior Vice President	$1,900.00
	 	$5,731.44 per Period (with deductions)


 


Total Blue Shield Benefits paid to eligible above
employees: $4,084.30 per month




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EXHIBIT
B


 


DESCRIPTION OF
LIABILITES


 


The
Liabilities of Capstone
Affluent Strategies, Inc.
and/or Darin Pastor
which were the obligations
of Capstone Affluent
Strategies, Inc. and/or
the directors and
officers of Capstone Affluent Strategies, Inc. subject to this
Agreement:


 


		·	Promissory Note
dated December 31,
2012, payable to
Darin Pastor, in
the amount for



$1,339,772.50 with the minimal
federal interest rate per annum published by the Internal Revenue
Service until the
Maturity Date of
October 4, 2017,
subject to the
terms of Principal plus accrued interest Forgiveness schedule attached thereto
as Exhibit A.


 


		·	Promissory Note
dated October 22,
2012, payable to
Darin Pastor, in
the amount for



$577,373.47
with the minimal
federal interest rate
per annum published
by the Internal Revenue
Service until the
Maturity Date of
October 4, 2017,
subject to the
terms of Principal plus accrued interest Forgiveness schedule attached thereto
as Exhibit A.


 


		·	Promissory Note dated October 4, 2012, payable to Darin
Pastor, in the amount for



$1,893,035.72 with the minimal
federal interest rate per annum published by the Internal Revenue
Service until the
Maturity Date of
October 4, 2017,
subject to the
terms of Principal plus accrued interest Forgiveness schedule attached thereto
as Exhibit A.


 


 






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