Letter Agreement Between Altairnano, Inc. and Phoenix Motorcars, Inc. Regarding Prototype Battery Shipment and Note Forgiveness (July 8, 2008)

Contract Categories: Business Operations › Settlement Agreements
Summary

Altairnano, Inc. and Phoenix Motorcars, Inc. have agreed that Altairnano will ship 47 prototype batteries to Phoenix for use in demonstration vehicles. Phoenix will provide Altairnano with 10% of any CARB ZEV credits or their cash equivalent received from these vehicles and must notify Altairnano within 30 days of receiving such credits. Altairnano also forgives over $1.7 million in notes payable and a small accounts receivable owed by Phoenix. The batteries are provided as-is, and any changes to this agreement must be in writing and governed by California law.

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EX-10.1 2 altair_8k-ex1001.htm LETTER AGREEMENT DATED JULY 8, 2008 altair_8k-ex1001.htm
Exhibit 10.1
 
July 8, 2008


Mr. Daniel Elliott
President and Chief Executive Officer
Phoenix Motorcars, Inc.
401 S. Doubleday Ave.
Ontario, CA  91761

Subject:    Principals of Agreement

Dear Dan,

Altairnano, Inc. (“Altair”) and Phoenix Motorcars, Inc. (“Phoenix”) have come to an agreement regarding the shipment and title transfer of forty-seven (47) Generation 1 prototype batters for the use in Phoenix demonstration vehicles.  The parties have furthermore agreed to the disposition of 2007 notes payable, which were referenced in a letter sent by Terry Copeland to Dan Elliott on March 7, 2008.  The agreement regarding the preceding issues is as follows:

1.           Altair will ship in total forty-seven (47) Generation 1 prototype batteries FOB to Phoenix’s Ontario facility for exclusive use in Phoenix demonstration vehicles.  Terms related to the use of the batteries in the demonstration vehicles have been generally agreed to in a previous agreement between the parties dated June 26, 2008.

2.           Upon receipt by Phoenix of any CARB ZEV credits related to the demonstration vehicles referenced in paragraph “1” above, Phoenix will remit either ten (10) percent of the credits to Altair or the equivalent monetized value in dollars.  Phoenix must notify Altair that it has received such credits, the number of credits received, and the monetized value of received credits, if known, within thirty (30) days of receipt.

3.           With this document Altair forgives the 2007 notes payable in the amount of $1,721,918.78 and accounts receivable in the amount of $2,072.54, and agrees Phoenix has no further obligation to pay them.

This agreement may only be modified by mutual agreement of the parties in writing, and it will be interpreted in accordance with California law.  The batteries are provided to Phoenix “as is” without explicit or implied warranties.  As noted in the agreement dated June 26, 2008, a definitive agreement containing clauses directed to limitation of liability, conditions of use and other terms will be subsequently negotiated and executed using commercially reasonable efforts.

AGREED:
 
 
/s/ Terry Copeland  /s/ Daniel Elliott 
Terry Copeland  Daniel Elliott 
CEO and President  President and Chief Executive Officer 
Altairnano, Inc.  Phoenix Motorcars, Inc.