EXHIBIT 10.4
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, 200,000 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:
Xxxx X. Xxxxxxx
00 Xxxx 000 Xxxxx #000
Xxxx Xxxx Xxxx, XX 00000
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/ Xxxx X. Xxxxxxx
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Signature
AGREEMENT
Comet Technologies, Inc. (the "Company"), a Nevada corporation, and Xxxx
X. Xxxxxxx ("Gertino"), an individual, hereby agree as follows:
1. Concurrently herewith, Xxxxxxx has executed an Exercise Notice,
under which Xxxxxxx has notified the Company of his election to exercise, in
its entirety, 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 Xxxxxxx through June 30, 2005 of
$46,530 (the "Obligation"), for services rendered to the Company by Xxxxxxx.
The Company and Xxxxxxx hereby agree that the Obligation will be converted to
restricted common stock of the Company, and cancelled, as follows:
(a) The sum of $37,500 of the Obligation shall be converted by applying
such amount to the purchase of all of the 200,000 shares under the Option (at
$0.1875 per share); and
(b) The balance of $9,030 shall be converted into a total of 36,120
shares of restricted common stock of the Company (at a price of $0.25 per
share), and cancelled on the records of the Company as debt.
3. Immediately upon execution of this Agreement, the Company shall have
no further obligation to Xxxxxxx through June 30, 2005.
DATED this 26th day of September, 2005.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
COMET TECHNOLOGIES, INC.
By /s/ Xxxxxxx X. Xxxxxx
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Duly Authorized Officer
