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:

3)

FINANCIAL COVENANTS. Section 6.5 of the Loan Agreement is hereby amended in its entirety to provide as follows:

6.5

Financial Covenants.

(a)

Cash Flow Coverage Ratio. Cause to be maintained, at all times, a Cash Flow Coverage Ratio of not less than 1.15 to 1.00, tested for the trailing nine (9) month period ending December 31, 2025 and a twelve (12) month trailing period ending March 31, 2026 and each quarter thereafter. Borrower may add back to EBITDA the non-recurring transaction expenses incurred in acquiring CSP for both of the stated test periods;

(b)

Minimum Tangible Net Worth. Cause to be maintained a Tangible Net Worth for the period ending December 31, 2025 of not less than $1,250,000.00.

4)

BORROWING BASE. Subject to a field exam satisfactory to the Lender in its own discretion, Borrower may include in its Borrowing Base the assets of Continental Stone Industries Inc. acquired by TotalStone that are otherwise eligible under the Loan Agreement to be included in the Borrowing Base.

5)

ACQUISITION. Lender acknowledges that on December 1, 2025 Capstone Holding Corp. indirectly acquired Canadian Stone Industries, a Canadian based distributor of stone veneer, and certain related entities, which as of the Effective Date are each a separate and distinct and affiliated entity to TotalStone and was separate from TotalStone’s acquisition of assets from Continental Stone Industries Inc.

6)

AMENDMENT FEE. In consideration of Lender entering into this Fifteenth Amendment and agreeing to amend the terms and conditions of the Loan Agreement as provided herein, the Borrower shall pay to the Lender a non-refundable, irrevocable, duly earned and payable fee (which shall be deemed fully earned as of the Fifteenth Amendment Effective Date) in the amount of Five Thousand ($5,000), which shall be paid by Borrower to Lender on the Fifteenth Amendment Effective Date.

7)

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 Fifteenth Amendment;

(e)

Borrower shall pay an amendment fee in the amount of $5,000 (“Amendment Fee”) which is fully earned upon the Effective Date and which Lender may charge to the Borrower’s loan account; and

(f)

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

8)

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

(a)

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

(b)

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

(c)

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

9)

MISCELLANEOUS. This Fifteenth 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 Fifteenth 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 Fifteenth 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 Fifteenth Amendment shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Fifteenth Amendment, the Loan Agreement or the Other Documents. This Fifteenth 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.

10)

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.

TOTALSTONE, LLC

By:

Name:  Matthew Lipman

NORTHEAST MASONRY DISTRIBUTORS, LLC

(f/k/a NEM Purchaser, LLC)