capstone companies, march 2017 strictly confidential mr. stewart wallach capstone companies, inc, 350 jim moran blvd, suite 120 deerfield beach, fl 33442 via email : investment banking agreement dear mr. wallach, this letter agreement ( this *'agreement " ) confirms our mutual understanding regarding the retention of wilmington capital securities, llc ( " wilmington " ) by capstone companies, inc. together with its subsidiaries. successors and assigns ( collectively€ the " company " ), subject to the terms and conditions of this agreement. 1. purpose of engagement. wilmington will. assist the company as its exclusive financial advisor to assist in identifying and evaluating various strategic transactions intended to maximize shareholder value. for purposes of this agreement, a " transaction " shall include, but not be limited to : ( i ) any transaction ( or series of transactions ) involving the issuance, offer, or private sale of, or investment or transaction in, the company's capital stock ( whether newly authorized shares or authorized but unissued shares ), convertible securities, options, warrants, any other securities exchangeable or exercisable for or convertible into the company's capital stocks any other rights to acquire the company's capital stock or assets. or any other capital raise of any nature ; ( ii ) any transaction ( or series transactions ) involving the sale, transfer, divestiture, or other disposition of all or substantially all of the company's assets • or business ; ( iii ) any individual, entity, or'" group " of persons or entities within the meaning of section 13 ( d ) ( 3 ) of the securities exchange act of 1934'becoming the beneficial owner, directly or indirectly, of 50 % or more of the outstanding equity interests of the company in any transaction or series of transactions ; or ( iv ) any merger, consolidation, reorganization, recapitalization, restructuring, business combination, tender offer, exchange or other transaction involving the company ; regardless of whether the company is the surviving entity. for the avoidance of doubts the following events shall not constitute a transaction for the purposes of this agreement : ( i ) the exercise by the company's officers or employees of options to purchase common stock of the company granted prior to february 1, 2017 ; and ( ii ) the company's exercise of its options to repurchase up to 25, 000, 000 shares of the company's common stock from involve, llc, a delaware limited liability