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EXHIBIT 10.14
AGREEMENT
AGREEMENT, made as the day of November, 1996, between Elk
International Corporation, Ltd. ("Elk") and Microtel International, Inc. (the
"Company").
WHEREAS, the Company entered into a Common Stock Purchase
Agreement (as amended last on October 16, 1994, the "Agreement") with Xxxxxx
Xxxx & Company, Inc. ("DDC") pursuant to which the Company agreed to sell
3,343,623 (pre-split) shares of the Company's common stock to Elk as designee of
DDC under the Agreement for $1,337,449 ($.40) per share); and
WHEREAS, the Company accepted in payment of the purchase price
of these shares (the "Elk shares"), the assignment of a promissory note (the
"Promissory Note") from Xxxxxx Capital Partners, Limited ("HCP") payable to Elk
in the face amount of $1,444,444, which is due and payable on or before December
15, 1996; and
WHEREAS, the Elk shares are being held in escrow to be
delivered to Elk upon the payment by Xxxxxx of the Xxxxxx Note to the Company or
by Elk directly at $2.00 (post-split) per share; and
WHEREAS, the parties wish to terminate the Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING;
1. DELIVERIES BY THE COMPANY (i) The Company will issue to Elk,
as of the date hereof, an option exercisable to purchase 500,000 shares of the
Company's common stock at a price of $2.375 per share (the "Option"). Such
Option shall be exercisable for a period of five years from the date hereof.
Furthermore, such Option shall be granted unlimited "piggy-back" registration
rights, as more fully set forth in the form of the Option which is attached
hereto as Exhibit 1.
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(ii) The warrant currently outstanding granting Elk the right
to purchase 90,000 shares of the Company's common stock at a price of $2.50 per
share shall be restated and modified as of the date hereof to extend the
expiration of the warrant to be exercisable for a period of three years from the
date hereof (the "Warrant"). Furthermore, such Warrant shall be granted
unlimited "piggy-back" registration rights, as more fully set forth in the form
of the restated Warrant which is attached hereto as Exhibit 2.
(iii) The Company shall deliver the HCP Promissory Note to
Elk.
2. CANCELLATION OF THE AGREEMENT. The Agreement with DDC pursuant
to which the Company agreed initially to sell 3,343,623 shares of the Company's
common stock to Elk as designee of DDC under the Agreement for $1,337,449, of
which a balance of approximately 478,000 (post-split) shares of common stock
remain in escrow pending cash payment, shall be terminated insofar as any of
such shares of the Company's common stock have not been paid for as of the date
hereof.
3. RELEASE OF LIABILITY BY ELK. Intending to be legally bound for
itself and its assigns and successors, Elk does hereby relieve, release and
forever discharge the Company, its subsidiaries, affiliates and related
companies, the stockholders, officers, directors, representatives, servants,
agents and employees of the Company, their subsidiaries, affiliates and related
companies, and all of their respective successors, assigns, heirs and personal
representatives (the foregoing, collectively the "Company Parties"), of and from
any and all liabilities, obligations or debts which Elk may have from or against
the Company Parties, except for any rights, liabilities or obligations which
arise from or out of this Agreement, the Option, the Warrant or any other
securities of the Company outstanding in favor of Elk.
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4. RELEASE OF LIABILITY BY THE COMPANY. Intending to be legally
bound for itself and its assigns and successors, the Company does hereby
relieve, release and forever discharge Elk, its subsidiaries, affiliates and
related companies, the stockholders, officers, directors, representatives,
servants, agents and employees of Elk, their subsidiaries, affiliates and
related companies, and all of their respective successors, assigns, heirs and
personal representatives (the foregoing, collectively the "Elk Parties"), of and
from any and all liabilities, obligations or debts which the Company may have
from or against the Elk Parties, except for any rights, liabilities or
obligations which arise from or out of this Agreement, the Option, the Warrant
or any other securities of the Company outstanding in favor of Elk.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as the date first written above.
ELK INTERNATIONAL MICROTEL INTERNATIONAL, INC.
CORPORATION LIMITED
By: /s/ Elkana Faiwuszewicz By: /s/ Xxxxx X. Xxxxxx
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Elkana Faiwuszewicz, Xxxxx X. Xxxxxx,
President President
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