Letter Agreement Related to Purchase of Lenovo Tablets dated March 19, 2020
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 Lee Aerospace, Inc. (“Lee Aero”), of certain Lenovo tablets, which shall be purchased by Lee Aero, on behalf of and for the benefit of Alfi, Inc. (“Alfi”).
RECITALS
WHEREAS, as of the date hereof, Lee Aero has agreed to enter into a Purchase Order with Lenovo Group Limited (“Lenovo”), whereby Lee 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, Lee 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 Lee Aero to Alfi, with any such sale shall subject to the terms as set forth below.
NOW THEREFORE, Lee Aero and Alfi hereby acknowledge and agree as follows:
AGREEMENT
| 1. | Initial Ownership of Tablets: Upon Lee Aero’s purchase of the Tablets from Lenovo, the Tablets shall be the exclusive property of Lee Aero, and such Tablets shall be held in the inventory of Lee Aero. For avoidance of doubt, prior to any Tablet purchase by Alfi, Lee 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 Lee Aero, Lee 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 Lee Aerospace, Alfi shall submit to Lee 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 Lee 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 Lee 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 Lee 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.
| LEE AEROSPACE, INC. | ALFI, INC. | |||
| By: |  | By: |  | |
| Name: | C.W. Feril | Name: | John Cook |
| Title: | IT Manager | Title: | CFO |
| By: |  |
| Name: | James Lee | |
| Title: | President |
Exhibit A
Purchase Order
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| To: | Ship to: | |
| LENOVO INC | LEE AEROSPACE | |
| 1 MANHATTENVILLE ROAD | 9323 E. 34th Street North | |
| PURCHASE NY 10577 | WICHITA KS 67226 | |
| United States | United States |
| -- | 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
LENOVO TB-X704
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: http://www.leeaerospace.com/supplier-information/ |
| Page 1 of 1 |  | |
| Authorized Signature |
