Exhibit 10.7


 





 


ACN 106 609 143


 


Mr John Gerber Chairman


Mears Technologies Inc.


189 Wells Avenue, Third Floor


Newton, MA 0249 USA


 


6th June 2014


 


Dear John,


 


Mears Technologies Inc. (“Mears”) Exclusive License
and Collaboration Agreement


 


In March 2010 Mears and K2 Energy Limited
(“K2”) entered into an Exclusive License and Collaboration Agreement whereby Mears granted K2 a license for the exclusive
worldwide rights to the Mears Silicon Technology (“MSTTM”) for all solar energy applications.


 


Between April 2010 and January 2013 K2
Energy contributed approximately US$2.7 million to the R&D activities of Mears in relation to this technology. The aim of
the research was to develop more efficient silicon based cells utilising MSTTM. A new design was developed and fabricated
during the year to seek to overcome recombination issues encountered in the earlier version. Whilst recombination issues of electrons
remain, elipsometry measurements. indicate a significant increase in optical absorption using the MSTTM film. Additional
metrology work is required to validate this finding. As described in the Information Memorandum and Prospectus of January 2013,
it was determined that the research phase at Mears had concluded. Thus the next phase for this technology commenced with approaches
being made to major international solar groups to collaborate in its future development and commercialisation.


 


'The above mentioned agreement determined
that the commercialisation and development program would be agreed and the parties would co-operate in the future. To this end
K2 wishes to further advance discussions with major solar groups and prior to committing further expenditure to this cause, requests
your confirmation that K2's obligations pursuant to the research phase described in the March 2010 agreement have been satisfied
as follows:


 


		1.	That the parties acknowledge that K2 has met all funding
obligations of the agreement under Clause 3.2 “Responsibility of Licensee”;



 


		2.	That K2 has no future research funding obligations under
the agreement;



 


		3.	That K2 will pursue at its cost, a collaboration with
a major international solar group;



 


		4.	That Mears has met its entire obligation under the agreement;



 


		5.	That all terms and conditions, excluding the funding
requirements in Section 3.2, of the original Exclusive License and Collaboration Agreement, dated 3/3/2010, stay in effect (licensing,
sub-licensing, license fees, patents, etc);



 


	 	 
	Level 2, Kyle House,	61 2 9251 3311
	27 Macquarie Place,	61 2 9251 6550 fax
	Sydney, 2000	k2energy.com.au
	Australia	 


 




     


     


    

 





 


		6.	That new budgets
                                         and work programs must negotiated and mutually agreed in case the parties seek joint
                                         collaboration in future MSTTM Solar commercialization and development work;



 


		7.	In the event that
                                         K2 as licensee has been unable to secure annual sales of in excess of $1 million per
                                         year of the licensed MSTTM Solar products and/or services by the end of calendar
                                         year 2020, then Mears will be able to non-exclusively market these products on K2's behalf
                                         and pay to K2 50% of all net revenue generated.



 


		8.	The above is to be agreed by both parties by execution
below.



 


	Yours faithfully,	 
	 	 
	/s/ Sam Gazal	 
	 	 
	Sam Gazal	 
	Chairman	 
	K2 Energy Limited	 


 


IN WITNESS WHEREOF, the Parties hereto
have caused this Agreement to be executed under seal in their names by their properly and duly authorised officers or representatives
as of the date set forth below.


 


	 “Licensor”	 	“Licensee”
	 	 	 
	MEARS TECHNOLOGIES, INC,	 	KE ENERGY LIMITED
	 	 	 
	/s/  John D.T.
    Gerber	 	/s/ Samuel Gazal
	 	 	 
	By:	 John D.T.
    Gerber	 	By:	Samuel Gazal
	 	 	 	 	 
	Title:	Chairman	 	Title:	Director
	 	 	 	 	 
	Date:	June 14, 2014	 	Date:	6th June 2014


 


	 	 
	Level 2, Kyle House,	61 2 9251 3311
	27 Macquarie Place,	61 2 9261 6550 fax
	Sydney, 2000	k2energy.com.au
	Australia