LETTER AGREEMENT RELATED TO PURCHASE OF LENOVO TABLETS FOR ALFI PROJECT
Exhibit 10.11
LETTER AGREEMENT
RELATED TO
PURCHASE OF LENOVO TABLETS
FOR ALFI PROJECT
This Letter Agreement (this “Agreement”) dated effective March 19, 2020, relates to that certain purchase by ▇▇▇ Aerospace, Inc. (“▇▇▇ Aero”), of certain Lenovo tablets, which shall be purchased by ▇▇▇ Aero, on behalf of and for the benefit of Alfi, Inc. (“Alfi”).
RECITALS
WHEREAS, as of the date hereof, ▇▇▇ Aero has agreed to enter into a Purchase Order with Lenovo Group Limited (“Lenovo”), whereby ▇▇▇ Aero will purchase from Lenovo Seven Thousand Six Hundred (7,600) tablets (the “Tablets”), for a purchase price of $100.00 per Tablet, and a total purchase price of $760,000.00. A copy of the Purchase Order is attached hereto as Exhibit A.
WHEREAS, ▇▇▇ Aero and Alfi desire to enter into this Agreement to outline their understanding and agreement as it relates to any potential future sale of the Tablets by ▇▇▇ Aero to Alfi, with any such sale shall subject to the terms as set forth below.
NOW THEREFORE, ▇▇▇ Aero and Alfi hereby acknowledge and agree as follows:
AGREEMENT
| 1. | Initial Ownership of Tablets: Upon ▇▇▇ Aero’s purchase of the Tablets from Lenovo, the Tablets shall be the exclusive property of ▇▇▇ Aero, and such Tablets shall be held in the inventory of ▇▇▇ Aero. For avoidance of doubt, prior to any Tablet purchase by ▇▇▇▇, ▇▇▇ Aero shall be free and clear to determine its best use of the Tablets, in its sole discretion, provided, however, that prior to any alternative (e.g. non-Alfi related) use or sale by ▇▇▇ Aero, ▇▇▇ Aero shall first provide written notice to Alfi and Alfi shall have ten (10) business days from receiving such notice to complete a desired purchase. |
| 2. | Alfi’s Purchase of Tablets: Should Alfi desire to purchase the Tablets (or any portion thereof) from ▇▇▇ Aerospace, Alfi shall submit to ▇▇▇ Aero a purchase order indicating its desire to make such purchase, including the number of Tablets so desired. Any such Tablet purchase by Alfi shall be made at a cost of $125.00 per Tablet, plus all incidental costs including, but not limited to, costs associated with shipping, taxes, and tariffs. |
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| 3. | Ownership Rights. Ownership rights as it relates to the Tablets shall not transfer from ▇▇▇ Aero to Alfi until a time in which Alfi completes payment for any such Tablet purchase. For avoidance of doubt, prior to purchasing the Tablets from ▇▇▇ Aero, Alfi shall have no ownership rights as it relates to the Tablets. |
| 4. | Pre-staging of Tablets. The “pre-staging” of the Tablets shall be performed by ▇▇▇ Aero at no cost to Alfi. Such “pre-staging” shall include the installation of the SOTI software on each Tablet, as instructed by Alfi. |
| 5. | Entire Agreement. This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. |
| 6. | Counterparts and Signatures. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile, electronic and pdf signatures of the parties hereto will be binding. |
IN WITNESS WHEREOF the undersigned acknowledge and agree this Agreement is effective as of the date specified above.
| ▇▇▇ AEROSPACE, INC. | ALFI, INC. | |||
| By: |  |
By: |  | |
| Name: | ▇.▇. ▇▇▇▇▇ | Name: | ▇▇▇▇ ▇▇▇▇ |
| Title: | IT Manager | Title: | CFO |
| By: |  |
| Name: | ▇▇▇▇▇ ▇▇▇ | |
| Title: | President |
Exhibit A
Purchase Order
3
| To: | Ship to: | |
| LENOVO INC | ▇▇▇ AEROSPACE | |
| ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| -- | Phone (▇▇▇)▇▇▇-▇▇▇▇ | Fax (▇▇▇)▇▇▇-▇▇▇▇ | -- |
| PO Date | Ship Via | FOB | Planner | Confirming to | Terms |
| 03/19/2020 | Best Way | P01 | NET 30 |
| Item No | Part / Rev / Description / Details | Quantity | Promised Delivery |
Unit Cost | Extended Cost | |
| 1 |
ZA2X0000US
▇▇▇▇▇▇ ▇▇-▇▇▇▇
Purchase Category : INV
|
Rev 000
U/M EA
|
7,600.00000 | 04/30/2020 | 100.00000 | 760,000.00000 |
| Total Items Price | US$ 760,000.00 | ||
| Sales Tax | US$ 0.00 | ||
| Fixed Cost | US$ 0.00 | ||
| Total PO Price | US$ 760,000.00 |
|
SHIPPING: 7 DAYS EARLY / 0 DAYS LATE - PROMISE DELIVERY IS ON DOCK DUE DATE General Purchase Order Terms & Conditions reference PF2507-01 Additional Quality Requirements: Quality Notes Q1, Q2, Q3 and Q4 Available at: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇/ |
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| Authorized Signature |