EXHIBIT 14 Calim Private Equity, LLC P.O. Box 2720 Aspen, Colorado 81612 August 14, 2002 Chapeau, Inc. 10 Greg Street Sparks, Nevada 89431 Re: Loan from Calim Private Equity, LLC to Chapeau, Inc. Gentlemen: Subject to and on the terms and conditions...Stock Option Agreement • October 15th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • Delaware
RECITALSStock Purchase Agreement • May 16th, 2003 • Chapeau Inc • Retail-apparel & accessory stores • Delaware
WARRANT to Purchase Common Stock of Elagent CorporationChapeau Inc • February 20th, 2001 • Retail-apparel & accessory stores • Utah
Calim Private Equity, LLC P.O. Box 2720 Aspen, Colorado 81612 December 2, 2002 Chapeau, Inc. 10 Greg Street Sparks, Nevada 89431 Re: Loan from Calim Private Equity, LLC to Chapeau, Inc. Gentlemen: By letter loan agreement dated August 14, 2002 (the...Stock Option Agreement • February 19th, 2003 • Chapeau Inc • Retail-apparel & accessory stores
RECITALSForbearance Agreement • October 15th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
EXHIBIT 7a ---------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of March 1, 2001, by and between GUY A. ARCHBOLD ("Employee") an individual resident of the State of California, and CHAPEAU, INC., a...Employment Agreement • October 22nd, 2001 • Chapeau Inc • Retail-apparel & accessory stores • California
GUARANTYGuaranty • February 20th, 2001 • Chapeau Inc • Retail-apparel & accessory stores
R E C I T A L SSecurity Agreement • April 8th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
EXHIBIT 10e ----------- NEITHER THIS WARRANT NOR THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER (AS DEFINED BELOW) MAY NOT TRANSFER THIS WARRANT OR ANY SHARES ISSUED PURSUANT TO ITS EXERCISE...Chapeau Inc • October 22nd, 2001 • Retail-apparel & accessory stores
EXHIBIT 10i ----------- NEITHER THIS WARRANT NOR THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER (AS DEFINED BELOW) MAY NOT TRANSFER THIS WARRANT OR ANY SHARES ISSUED PURSUANT TO ITS EXERCISE...Chapeau Inc • October 22nd, 2001 • Retail-apparel & accessory stores
RECITALSAlliance Agreement • October 14th, 2003 • Chapeau Inc • Retail-apparel & accessory stores • California
AMENDMENT AND FORBEARANCE AGREEMENT DATED JANUARY 8, 2002And Forbearance Agreement • April 8th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Chapeau Inc • Retail-apparel & accessory stores • California
EXHIBIT 10h ----------- SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Security Agreement") is dated as of June ___, 2001 between CHAPEAU, INC. dba BLUEPOINT ENERGY PRODUCTS, INC., a Utah corporation (the "Debtor") and STEPHEN MAZOUAT of Waldwick,...Security Agreement • October 22nd, 2001 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2003 • Chapeau Inc • Retail-apparel & accessory stores • California
This Agreement, effective as of the 20th day of October 2003 (the “Effective Date”), executed on the dates written hereafter is made by and between
A G R E E M E N TAsset Purchase Agreement • May 22nd, 2006 • Chapeau Inc • Retail-apparel & accessory stores • California
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and executed effective this --27th day of January, 2006 ("Execution Date"), by, between, and among:
COMMERCIAL SPACE LEASEChapeau Inc • May 22nd, 2006 • Retail-apparel & accessory stores
A UTAH CORPORATION SECURED CONVERTIBLE NOTE WITH WARRANT SUBSCRIPTION AGREEMENT THESE UNITS OF CONVERTIBLE NOTES ("UNITS") OF CHAPEAU, INC., DBA BLUEPOINT ENERGY PRODUCTS, INC. A UTAH CORPORATION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF...Chapeau Inc • April 8th, 2002 • Retail-apparel & accessory stores • Nevada
DEMAND NOTEDemand Note • October 13th, 2005 • Chapeau Inc • Retail-apparel & accessory stores
FOR VALUE RECEIVED, the undersigned, Chapeau, Inc. (d/b/a BluePoint Energy, Inc.), a corporation organized under the laws of Utah (“Borrower”) hereby unconditionally promises to pay to the order of John P. Calamos, Sr., (“Lender”), ON DEMAND, to such place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America, the principal sum of Two Hundred Thousand Dollars ($200,000.00), or if less, the aggregate unpaid principal amount of all loans made by Lender to Borrower hereunder, together with all accrued interest on the unpaid principal balance hereof as provided below.
RECITALSFinancial Advisory Agreement • October 30th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • Colorado
SECURED PROMISSORY NOTEChapeau Inc • September 28th, 2007 • Retail-apparel & accessory stores • Maryland
CHAPEAU, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2005 • Chapeau Inc • Retail-apparel & accessory stores • California
This Stock Purchase Agreement (“Agreement”) is made effective as of March 22, 2005 (“Effective Date”), by and between Chapeau, Inc., a Utah corporation (the “Company”), and Gordon V. and Helen C. Smith Foundation (“Purchaser”).
EXHIBIT 6b Technology License Agreement This technology license agreement ("Agreement") is entered into this 17th day of May, 2001 and is by and between the following Parties: Licensor: NRG Tech, Inc. ("Licensor") A Nevada corporation 681 Edison Way...Technology License Agreement • October 22nd, 2001 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 24th, 2004 • Chapeau Inc • Retail-apparel & accessory stores • Delaware
THIS STOCK PURCHASE AGREEMENT is made and entered into as of April 12, 2004, by and between CHAPEAU, INC., a Utah corporation (the “Company”), and MICHAEL FEINBERG 1986 INSURANCE TRUST (the “Purchaser”).
RECITALSDevelopment Agreement • October 22nd, 2001 • Chapeau Inc • Retail-apparel & accessory stores • Nevada
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 22nd, 2006 • Chapeau Inc • Retail-apparel & accessory stores • California
THIS STRATEGIC ALLIANCE AGREEMENT is entered into and effective as of January 11, 2006 by and between Cummins West, Inc., a California corporation (“CWI”) and Chapeau, Inc. d/b/a BluePoint Energy, Inc., a Utah corporation (“BluePoint”). CWI and BluePoint are sometimes referred to herein, individually, as a “Party” and, together, as the “Parties.”
RECITALSJoint Strategic Agreement • November 19th, 2002 • Chapeau Inc • Retail-apparel & accessory stores • California
Option to Purchase Common Stock of Chapeau, Inc. Void after March 21, 2010Chapeau Inc • March 28th, 2008 • Retail-apparel & accessory stores • California
This Option is issued to TEFCO, LLC, a Virginia limited liability company (the “Optionee”), by Chapeau, Inc., a Utah corporation (the “Company”), as of March 21, 2008 (the “Option Issue Date”). This Option is issued pursuant to that certain Turnkey Financing, Loan and Security Agreement dated as of March 20, 2008 (the “Agreement”).
JOINT VENTURE AGREEMENT between CHAPEAU, INC. and TEFCO, LLC Dated as of December 14, 2007Joint Venture Agreement • February 19th, 2008 • Chapeau Inc • Retail-apparel & accessory stores • Virginia
This Joint Venture Agreement (this “Agreement”) is entered into as of this 14th day of December 2007, by and among Chapeau, Inc., a Utah corporation (“Chapeau”), and TEFCO, LLC, a Virginia limited liability company (the “Company”).
CHAPEAU, INC. PROMISSORY NOTE CONVERSION AND COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 14th, 2007 • Chapeau Inc • Retail-apparel & accessory stores • California
This Promissory Note Conversion And Common Stock Purchase Agreement (“Agreement”) is entered into on December 31, 2006, with an effective date of December 31, 2006 (“Effective Date”), by and between Chapeau, Inc., a Utah corporation (the “Company”), and _____________________________ (“Purchaser”).
TURNKEY PROJECT ACQUISITION, LOAN AND SECURITY AGREEMENT between CHAPEAU, INC. and TEFCO, LLC Dated as of March 20, 2008Loan and Security Agreement • March 28th, 2008 • Chapeau Inc • Retail-apparel & accessory stores • Virginia
This Turnkey Project Acquisition, Loan and Security Agreement (this “Agreement”) is entered into as of this 20th day of March, 2008, by and among Chapeau, Inc., a Utah corporation (“Chapeau”), and TEFCO, LLC, a Virginia limited liability company (the “Company”).
FIRST AMENDMENT AND SUPPLEMENT TO BOND PURCHASE AGREEMENTBond Purchase Agreement • May 16th, 2005 • Chapeau Inc • Retail-apparel & accessory stores • Delaware
THIS FIRST AMENDMENT AND SUPPLEMENT is made and entered into as of April 14, 2005 between CHAPEAU, INC., a Utah corporation (the ACompany@), and CALIM PRIVATE EQUITY, LLC, a Delaware limited liability company (the AHolder@).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT...Chapeau Inc • March 28th, 2008 • Retail-apparel & accessory stores • California
This Warrant is issued to TEFCO, LLC, a Virginia limited liability company (the “Holder”), by Chapeau, Inc., a Utah corporation (the “Company”), as of March 21, 2008 (the “Warrant Issue Date”). This Warrant is issued pursuant to that certain Turnkey Financing, Loan and Security Agreement dated as of March 20, 2008 (the “Agreement”).
CHAPEAU, INC. PROMISSORY NOTE CONVERSION AND COMMON STOCK PURCHASE AGREEMENTNote Conversion and Common Stock Purchase Agreement • February 14th, 2007 • Chapeau Inc • Retail-apparel & accessory stores • California
This Promissory Note Conversion And Common Stock Purchase Agreement (“Agreement”) is entered into on December 31, 2006, with an effective date of December 31, 2006 (“Effective Date”), by and between Chapeau, Inc., a Utah corporation (the “Company”), and the Gordon V. and Helen C. Smith Foundation (“Purchaser”).
CHAPEAU, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 26th, 2008 • Chapeau Inc • Retail-apparel & accessory stores • California
This Common Stock Purchase Agreement (“Agreement”) is effective as of August 22, 2008 (“Effective Date”), by and between Chapeau, Inc., a Utah corporation doing business as BluePoint Energy (the “Company”), and Gordon V. and Helen C. Smith Foundation, a Delaware charitable foundation (“Purchaser”).
