Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement. On October 31, 2024, Capstone Companies, Inc. ("Company") signed an Unsecured Promissory Note ("Note") evidencing a loan from Coppermine Ventures, LLC, a private Maryland limited liability company based in Baltimore County, Maryland, ("Coppermine") of One Hundred Twenty-Five Thousand Nine Hundred Fourteen Dollars ($125,914.00) ("Principal") to the Company. The Principal is to be used to pay the working capital debts of the Company listed in Exhibit Two to the Note. The Principal accrues interest at a simple annual rate of 7%. Principal and accrued interest thereon is due and payable in a single lump sum due on July 31, 2025, unless occurrence of certain events causes all sums to become due prior to July 31, 2025, including certain events of default. The Note is not secured by collateral or any other secured interest and does not provide for any conversion of debt-to-equity securities or issuance of any securities.

Acceleration of Payment of Debt. Under the Note, the Principal and interest accrued thereon shall become due before July 25, 2025 if: (1) Company files a voluntary bankruptcy petition; (2) an involuntary bankruptcy petition is filed on the Company; (3) Company ceases to be a reporting company under the Securities Exchange Act of 1934 ("1934 Act"); (4) Company's Common Stock is not quoted on any tier to The OTC Markets Group; or (5) Company breaches the Management Transition Agreement between the Company and Coppermine (see "Management Transition Agreement" below)("MTA") and the breach is not timely cured under the terms of the MTA

Business of Coppermine. Coppermine operates health clubs & recreational facilities in State of Maryland that provide social, athletic, and fitness programming for youth, adults and families. Through its subsidiary operations, Coppermine offers youth and adult sports-oriented classes, clinics, camps, leagues, tournaments, and before & after school programs. Coppermine also holds nationally competitive club teams' competitions in various sports. Swimming, soccer, lacrosse, tennis, pickleball, gymnastics, dance, football, baseball, and karate are some of the available programs offered at various Coppermine facilities. One of Coppermine's affiliated operations, Copper Union, is focused on indoor and outdoor pickle ball courts coupled with a sports bar, or food-drink service area. Coppermine is owned and operated by Alexander Jacobs, an entrepreneur based in the Baltimore County, Maryland area. Coppermine is not a shareholder of the Company.

Management Transition Agreement ("MTA"). As an inducement to make the loan evidenced by the Note and to make a financial commitment to fund the essential working capital needs of the Company through March 31, 2025, Company and Coppermine signed the MTA on October 31, 2024. MTA provides, in part, that Coppermine will: (1) designate two (2) persons for appointment to the Company's Board of Directors to fill vacancies on the Company's Board of Directors; (2) designate a person to act as Chief Executive Officer and President of the Company upon the resignation of the incumbent Chief Executive Officer of the Company; and (3) fund certain essential and projected working capital needs of the Company, as set forth in Attachment Two to the MTA, through March 31, 2025. The "essential working capital needs" are those Company expenses that are necessary to pay to maintain the Company as a reporting company under the 1934 Act, cover the annual fee for the quotation of the Company's Common Stock on The OTC Markets Group ("OTC") QB Venture Market and OTC Blue Sky monitoring service through August 2025, retain the acting Chief Financial Officer of the Company, retain outside legal counsel to the Company and maintain Directors' and Officers' liability insurance coverage.

Under the MTA, the Company agreed to accept the resignation of two (2) incumbent directors and the incumbent Chief Executive Officer upon receipt of designation of Coppermine's two (2) candidates for appointment to the Company's Board of Directors and designation of Coppermine's candidate for appointment as Chief Executive Officer and President of the Company, which Coppermine candidates would be appointed to their respective positions upon resignation of the two incumbent directors and Chief Executive Officer of the Company, and which appointments would be subject to the Company's Board of Directors verification that the Coppermine candidates are qualified and eligible to serve in their respective positions with the Company. Coppermine has not designated its candidates as of the date of the filing of this Form 8-K. Under the MTA, Coppermine has until November 30, 2024, to designate its candidates for appointment to the Company's Board of Directors and appointment as Chief Executive Officer and President of the Company.