Deed
    of Variation
	 	 
	 	State of Queensland, represented by the Department
    of Employment, Economic Development, and Innovation, Brisbane, 4000 (ABN 24 830 236 406)
	 	 
	 	and
	 	 
	 	eco-Kinetics Pty Ltd
	 	(ABN 56 123 950 256)




 




    	 



    	 



    

 






	Deed of Variation	 


 


	Table of Contents	 
	 	 	 
	1.	Definitions and Interpretation	3
	2.	Variation of Principal Agreement	3
	3.	Costs	4
	4.	Further Assurances	4
	5.	Governing Law and Jurisdiction	4
	6.	Annexure	5


 




    	 



    	 



    

 











Parties


 


		1.	State of Queensland,
represented by the Department of Employment, Economic Development and Innovation, Brisbane, 4000 (ABN 24 830 236 406) 
(“the State”)



 


		2.	eco-Kinetics Pty Ltd of
Unit 6, 6 Quinns Hill Road East, Stapylton, Queensland 4207 (ABN 56 123 950 256) ("the Grantee")



 


Recitals


 


		A	The
                                                                              State and the Grantee entered into a Regional Queensland
                                                                              Investment Incentives Scheme Agreement on 17 December
                                                                              2010 relating to the establishment of a photo-voltaic
                                                                              module manufacturing project in Stapylton, Queensland,
                                                                              including module assembly, testing and certification
                                                                              for international standards ("Principal
                                                                              Agreement").



 


		B	The
                                                                             State and the Grantee have agreed to vary the Principal
                                                                             Agreement as set out in this Deed.



 


IT
IS AGREED as follows.


 


		1.	Definitions
                                                                                     and Interpretation



 


		1.1	Definitions



 


Deed means this
deed and any annexures or schedules to it.


 


Definitions in the Principal
Agreement apply in this Deed unless the context requires otherwise or the relevant term is defined in this Deed.


 


		1.2	Interpretation



 


Clause 1.2 of the Principal
Agreement applies as if incorporated in this Deed.


 


		2.	Variation
                                                                                                                          of Principal
                                                                                                                          Agreement



 


		2.1	The
                                                                                      State and the Grantee agree that the Principal
                                                                                      Agreement will be amended from the date
                                                                                      of this Deed, which is the date the last
                                                                                      Party to this Deed signs the Deed, to the
                                                                                      extent expressly set out in the annexure.



 


		2.2	In
                                                                                      all other respects, the terms of the Principal
                                                                                      Agreement continue to apply.



 


		2.3	The
                                                                                      variation of the Principal Agreement shall
                                                                                      not be taken to prejudice any rights or
                                                                                      obligation of the parties arising prior
                                                                                      to the date of this Deed.



 




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	Deed of Variation	eco-Kinetics
Pty Ltd


 


		3.	Costs



 


Each party must bear its
own costs arising out of the preparation of this Deed.


 


		4.	Further
                                                                                                                          Assurances



 


Each party must take all
steps, execute all documents and do everything reasonably required by any other party to give effect to any of the transactions
contemplated by this Deed.


 


		5.	Governing
                                                                                                                          Law
                                                                                                                          and
                                                                                                                          Jurisdiction



 


This Agreement is governed
by the laws of Queensland. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.


 







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	Deed of Variation	eco-Kinetics
Pty Ltd


  


		6.	Annexure



 


Schedule 1 (Reference
Schedule) and Schedule (Project Development Program) of the Principal Agreement are deleted and replaced with the respective schedules
set out below:


 


Schedule
1 - Reference Schedule


 


	Grantee:	 	Name: eco-Kinetics Pty
    Ltd 
	 	 	 
	 	 	ABN: 56 123 950 256
	 	 	 
	 	 	Head Office Address: Unit 6, 6 Quinns Hill
    Road East, 
	 	 	Stapylton, Queensland, 4207.
	 	 	 
	 	 	Registered Address:
    as above
	 	 	 
	 	 	Phone: +617 3441
    4200
	 	 	 
	 	 	Email: rmcelhinney@eco-kinetics.com
	 	 	 
	 	 	Fax: +617 3386
    1589
	 	 	 
	 	 	Attention: Mr
    Rick McElhinney
	 	 	 
	 	 	Commercial Group Manager,
    eco-Kinetics Pty Ltd
	 	 	 
	Project:	 	Establishment of a photo-voltaic
    module manufacturing project in Stapylton, Queensland, including module assembly, testing and certification for international
    standards.
	 	 	 
	Facility:	 	Solar Module Assembly and Manufacturing Facility
	 	 	 
	Site:	 	Stapylton, Queensland
	 	 	 
	Project Commencement Date:	 	1 November 2010
	 	 	 
	Operations Commencement Date:	 	31 May 2012
	 	 	 
	End Date:	 	28 February 2017
	 	 	 
	Other Pre-Conditions:	 	N/A
	 	 	 
	Required Capital Expenditure (excl GST):	 	$3,295,000
	 	 	 
	Expected Capital Expenditure:	 	N/A
	 	 	 
	Eligible Employees (full-time equivalent):	 	244


 


	Base Employees (full-time equivalent):	 	33
	 	 	 
	Excluded Employees (full-time equivalent):	 	33 (as above)
	 	 	 
	Other Excluded Employees (full-time equivalent):	 	N/A
	 	 	 
	Key Personnel: 	 	Rick McElhinney
	 	 	 
	Total Grant (excl GST):	 	$1,200,000 (Cash Grant) + $1,400,000 (Payroll Tax)
    = $2,600,000


 






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	Deed of Variation	eco-Kinetics
Pty Ltd




 


	Cash Grant (excl GST):	 	Maximum aggregate amount over the
    Term: $1,200,000
	 	 	 
	Contract Performance Guarantee:	 	$1,320,000 (including GST)
	 	 	 
	Approved Purpose (excl GST):	 	The Cash Grant may be used for the following
    Approved Purpose:
	 	 	 
	 	 	Up to $1,200,000 to defray part or all
    of the costs associated with the establishment of the project, for
	 	 	 	 	 
	 	 	 	-	part or all of the costs in relation
    to fit out costs,
	 	 	 	 	 
	 	 	 	-	capital and equipment,
	 	 	 	 	 
	 	 	 	-	costs associated with the recruitment
    of new Employees (limited to a maximum $30,000 per employee); and
	 	 	 	 	 
	 	 	 	-	to defray part or all of the costs associated
    with the training of staff (limited to a maximum $15,000 per employee).
	 	 	 	 	 
	 	 	such Cash Grant to be payable by the
    State as follows:
	 	 	 	 	 
	 	 	(i)	 	 	$576,793.31 (excluding GST) -
    following execution of this Deed; and
	 	 	 	 	 	 
	 	 	(ii)	 	 	the balance of the Cash Grant - on the later of
    the Grantee providing evidence, satisfactory to the State, that the Grantee has:
	 	 	 	 	 	 
	 	 	 			- 	commenced commercial operations for the Project at the Site;
	 	 	 	 	 	 
	 	 	 			- 	expended a total Capital Expenditure of at least $1,200,000
(excluding GST); and
	 	 	 	 	 	 
	 	 	 			- 	employed at least 42 Eligible Employees above the Base Employee
Number;
	 	 	 	 	 	 
	Land Tax Terms (excl GST):	 	N/A


 





	Payroll Tax Terms (excl GST):	 	Maximum aggregate amount: $1,400,000.
	 	 	 
	 	 	Qld payroll tax paid over the Term (subject to
    the Period) for: 
	 	 	Eligible Employees (Excluding the Base Employee Number
    and Excluded Employees).
	 	 	 
	 	 	Period: 31 May
    2012 to 30 May 2016. 
	 	 	 
	 	 	Rate of reimbursement:
	 	 	 
	 	 	(a)	100% reimbursement for the first year (31 May 2012 to 30 May 2013)
	 	 	(b)	100% reimbursement for the second year (31 May 2013 to 30 May 2014)
	 	 	(c)	100% reimbursement for the third year (31 May 2014 to 30 May 2015)
	 	 	(d)	100% reimbursement for the fourth year (31 May 2015 to 30 May 2016).
	 	 	 	 
	 	 	The Parties acknowledge that the State is not obliged to make any reimbursements of payroll tax to the Grantee until such time as the Grantee has provided satisfactory evidence to the State that it has employed at least 51 Eligible Employees above the Base Employee Number.




 






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	Deed of Variation	eco-Kinetics
Pty Ltd


  


	Stamp Duty Terms (excl GST):	 	N/A
	 	 	 
	Reporting Date:	 	A Periodic Report must be provided within 20 Business Days of each of the following dates:
	 	 	 
	 	 	(a)	30 September 2012
	 	 	 	 
	 	 	(b)   	1 July 2013
	 	 	 	 
	 	 	(c)	1 July 2014
	 	 	 	 
	 	 	(d)	1 July 2015
	 	 	 	 
	 	 	(e)	1 July 2016 
	 	 	 	 
	 	 	30 November 2016 for final Periodic Report.
	 	 	 	 
	Insurance Cover Required:	 	·	Public liability insurance for the amount of $10,000,000 in respect of any individual claim.
	 	 	 	 
	 	 	·	Workers' compensation insurance for the Grantee's Employees in accordance with the Workers' Compensation and Rehabilitation Act 2004 (Q1d).
	 	 	 	 
	 	 	·	General Insurance in respect of all property (in which the Grantee has an insurable interest) for the full reinstatement value, that is used in connection with the Project, including all buildings, fixtures and fittings and contents contained thereon or therein, against all loss and damage caused by or resulting from accident, fire, theft, malicious damage or storms and any other insurable risk which property of a similar nature is commonly insured against.
	 	 	 	 
	 	 	·	Professional indemnity insurance for the amount of $10,000,000 covering the Grantee and its Employees
in respect of any individual claim.
	 	 	 	 
	Other Special Conditions:	 	N/A
	 	 	 
	Other Default Events:	 	N/A
	 	 	 
	Other Suspension Events:	 	N/A




 




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	Deed
    of Variation	 	eco-Kinetics
Pty Ltd


 


Schedule 2 —
Project Development Program


 


	Milestone Date	 	Performance Criteria
	 	 	 
	31 May 2012	 	Commence commercial operations of the Project to
    an extent satisfactory to the State; and
		 	 
	 	 	Employ and maintain 12 Eligible Employees above the
    Base Employee Number.
	 	 	 
	30 September 2012	 	Submission of the first Periodic Report;
	 	 	 
	 	 	Employ and maintain 33 Eligible Employees above the
    Base Employee Number (an additional 21 Eligible Employees above the previous milestone); and
	 	 	 
	 	 	Expend a minimum Required Capital Expenditure of
    $900,000 (excluding GST)
	 	 	 
	31 December 2012	 	Employ and maintain 42 Eligible Employees above the
    Base Employee Number (an additional 9 Eligible Employees above the previous milestone); and
	 	 	 
	 	 	Expend a minimum Required Capital Expenditure of
    $1,200,000 (excluding GST) (an additional $300,000 above the previous milestone cumulative total of $900,000)
	 	 	 
	31 March 2013		Employ and maintain 51 Eligible Employees above the
    Base Employee Number (an additional 9 Eligible Employees above the previous milestone).
	 	 	 
	1 July 2013	 	Submission of the second Periodic Report
	 	 	 
	31 December 2013	 	Employ and maintain 120 Eligible Employees above
    the Base Employee Number (an additional 69 Eligible Employees above the milestone cumulative total of 51 Eligible Employees
    due on 31 March 2013); and
	 	 	 
	 	 	Expend a minimum Required Capital Expenditure of
    $1,300,000 (excl GST) (an additional $100,000 above the milestone cumulative total of $1,200,000 due on 31 December 2012)
	 	 	 
	1 July 2014	 	Submission of the third Periodic Report
	 	 	 
	31 December 2014	 	Employ and maintain 182 Eligible Employees above
    the Base Employee Number (an additional 62 Eligible Employees above the milestone cumulative total of 120 Eligible Employees
    due on 31 December 2013); and
	 	 	 
	 	 	Expend a minimum Required Capital Expenditure of
    $1,915,000 (excl GST) (an additional $615,000 above the milestone cumulative total of $1,300,000 due on 31 December 2013)
	 	 	 
	1 July 2015	 	Submission of the fourth Periodic Report


 




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	Deed of Variation	 	eco-Kinetics
Pty Ltd


 


	31 December 2015	 	Employ and maintain 244 Eligible Employees above the Base Employee
    Number (an additional 62 Eligible Employees above the milestone cumulative total of 182 Eligible Employees) until the End
    Date; and
	 	 	 
	 	 	Expend a minimum Required Capital Expenditure of
    $2,530,000 (excl GST) (an additional $615,000 above the milestone cumulative total of $1,915,000 due on 31 December 2014)
	 	 	 
	1 July 2016	 	Submission of the fifth Periodic Report
	 	 	 
	30 September 2016	 	Maintain 244 Eligible Employees above the Base Employee
    Number until the End Date; and
	 	 	 
	 	 	Expend a the Required Capital Expenditure of $3,295,000
    (excl GST) (an additional $765,000 above the milestone cumulative total of $2,530,000 due on 31 December 2015)
	 	 	 
	30 November 2016	 	Submission of the final Periodic Report


 






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	Deed of Variation	 	eco-Kinetics
Pty Ltd



 





	EXECUTED as a deed.	 	/s/ Leigh Roach
	 	 
	SIGNED SEALED AND DELIVERED on 	 )
	behalf of the State of Queensland through 	 )
	the Department of Employment, Economic 	 )
	Development and Innovation by:	 )
	 	 )
	LEIGH ROACH	 )	 
	(Name of delegate)	 )	 
	 	 )	 
	A/g Deputy Director	 )	 
	(Position of delegate) General	 )	29 March 2012
	 	 )	  Date
	 	 	 
	In the presence of:	 	 
	 	 ) 	/s/ Lorraine Bowden 
	Signature of Witness	 ) 
	 	 ) 	 
	 	 ) 	 
	Name of Witness	 ) 	LORRAINE BOWDEN
	 	 ) 	 
	 	 ) 	29/3/2012
	 	 	Date


 


	SIGNED SEALED AND DELIVERED for  	 ) 	/s/
    Edwin Cywinski
	and on behalf of eco-Kinetics Pty Ltd
(ABN)

56 123 950 256) in accordance with s127 of

the Corporations Act 2001	 ) 
		 ) 	Director signature
		 ) 	 
	 	 ) 	Edwin Cywinski
	 	 ) 	Print Name
	 	 ) 	 
	 	 ) 	23/03/2012
	 	 ) 	Date
	 	 ) 	 
	 	 ) 	Secretary/Director signature
	 	 ) 	/s/ CBD ENERGY LIMITED
	 	 ) 
	 	 ) 	Print Name
	 	 ) 	 
	 	 	Authorised signatory
	 	 	Date 23/03/2012




 






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