EXHIBIT 10.3
EXERCISE NOTICE
(to be signed only upon exercise of Option)
TO: Comet Technologies, Inc.
The Optionee, holder of the attached option, hereby irrevocably
elects to exercise the purchase rights represented by the option for, and to
purchase thereunder, 124,080 shares of common stock of Comet Technologies,
Inc., and herewith makes payment therefor (See Agreement accompanying this
Exercise Notice), and requests that the certificate(s) for such shares be
delivered to the Optionee at:
Xx. Xxxxxxx X. Xxxxxx
P.O. Box 236
Edmonds, WA 98020
If purchase is to be effected by conversion of the option to Common
Stock, the Optionee hereby converts option rights with respect to n/a
Option Shares represented by the option.
If acquired without registration under the Securities Act of 1933, as
amended ("Securities Act"), the Optionee represents that the Common Stock is
being acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance under the
Securities Act and applicable state statutes, and that the Optionee has no
direct or indirect participation in any such undertaking or in the
underwriting of such an undertaking. The Optionee understands that the Common
Stock has not been registered, but is being acquired by reason of a specific
exemption under the Securities Act as well as under certain state statutes for
transactions by an issuer not involving any public offering and that any
disposition of the Common Stock may, under certain circumstances, be
inconsistent with these exemptions. The Optionee acknowledges that the Common
Stock must be held and may not be sold, transferred, or otherwise disposed of
for value unless subsequently registered under the Securities Act or an
exemption from such registration is available. The Company is under no
obligation to register the Common Stock under the Securities Act, except as
provided in the Agreement for the option. The certificates representing the
Common Stock will bear a legend restricting transfer, except in compliance
with applicable federal and state securities statutes.
The Optionee agrees and acknowledges that this purported exercise of the
option is conditioned on, and subject to, any compliance with requirements of
applicable federal and state securities laws deemed necessary by the Company.
DATED this 26th day of September, 2005.
/s/ Xxxxxxx X. Xxxxxx
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Signature
AGREEMENT
Comet Technologies, Inc. (the "Company"), a Nevada corporation, and
Xxxxxxx X. Xxxxxx, M.D. ("Xxxxxx"), an individual, hereby agree as follows:
1. Concurrently herewith, Xxxxxx has executed an Exercise Notice, under
which Xxxxxx has notified the Company of his election to exercise, an Option
to purchase a total of 200,000 shares of common stock at a price of $0.1875
per share.
2. The Company has a payable to Xxxxxx, through June 30, 2005 of $23,265
(the "Obligation"), for services rendered to the Company by Xxxxxx. The
Company and Xxxxxx hereby agree that the Obligation will be converted to
restricted common stock of the Company, and cancelled, and that a total of
124,080 shares of restricted common stock will be issued by the Company for
such conversion. The Company will reissue a new Option representing the
balance of 75,920 shares of restricted common stock which may be issued under
the Option.
3. Immediately upon execution of this Agreement, the Company shall have
no further obligation to Xxxxxx through June 30, 2005.
DATED this 26th day of September, 2005.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, M.D.
COMET TECHNOLOGIES, INC.
By /s/ Xxxx X. Xxxxxxx
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Duly Authorized Officer
