EX-4.322


   

  Exhibit 4.3.2.3

  Atlantic Innovation Fund

  Amendment No. 3

  Contract Number: 203260

  This Amendment made

   

  			
	BETWEEN:
	ATLANTIC CANADA OPPORTUNITIES AGENCY

	 
	 
	(hereinafter referred to as “ACOA”)

	AND:
	METAMATERIAL TECHNOLOGIES INC., a corporation duly incorporated under the laws of Canada, having its head office located at 1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9

	 
	 
	(hereinafter referred to as “MTI”)

	AND:
	LAMDA  GUARD  INC., a corporation duly incorporated under the laws of Canada, having its head office located at 1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9

	 
	 
	(hereinafter referred to as "LGI")



   

  (MTI and LGI herein collectively referred together as "the Recipient")

  WHEREAS ACOA and the Proponent have entered into a contribution agreement (the “Agreement”) pursuant to the Atlantic Innovation Fund (AIF) dated March 23,2015 and as amended;

  WHEREAS the parties wish to amend the Agreement in order to incorporate changes to the NANOLIFT – Nanostructured Laser Interference Filter Technologies Project which have occurred during the time between commencement of the Project and the date of this Amendment Agreement.

   

  

   

  IN CONSIDERATION of the mutual covenants and agreements herein and subject to the terms and conditions in this Amendment Agreement, the parties agree as follows:

  1.(a) ADD:


  Article 3.9 as follows:

  (a)At the discretion of the Agency, an advance payment may be made to the Recipient.


  (b)To request an advance payment, the Recipient must submit a completed and signed copy of the Advance Payment Request form (provided by the Agency), including a monthly cash flow forecast of requirements for the Eligible Costs to be incurred during the advance period. Such documentation must demonstrate that an advance payment is essential to the successful completion of the project.


  (c)Each advance payment must be accounted for, to the satisfaction of the Agency, within forty-five (45) days of the end of the advance period for which that advance payment was made.


  This Amendment Agreement is supplementary to the Agreement and all other terms and conditions of the Agreement will remain in full force and effect.

  For ease of reference, attached as Schedule A is a consolidation of the Agreement and all of the amendments executed by the parties.

  This Amendment Agreement must be signed by the Proponent and received by ACOA on or before 30 days from the date of this cover letter, failing which it will be null and void.

   

  

   

  IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement through duly authorized representatives.

   

   

   

   

  

   

  				
	 
	Atlantic Canada
Opportunities
Agency
	Agence de
promotion économique
du Canada atlantique
	 



   

  			
	 
	Nova Scotia
Office
P.O. Box 2284
Station “C”
Halifax, N.S.
B3J 3C8
	Bureau de Ia
Nouvelle-Écosse
C.P. 2284
Succ. “C”
Halifax (N.-É.)
B3J 3C8



   

  Contract Number 203260

  Amendment # 3

  FEB 0 2 2016

  Metamaterial Technologies Inc.

  1 Research Drive

  Dartmouth, Nova Scotia

  B2Y 4M9

  Attention:  Dr. George Palikaras, CEO

  Dear Dr. Palikaras:

   

  		
	Re:
	Atlantic Innovation Fund (AIF) – NANOLIFT – Nanostructured Laser Interference Filter Technologies Project



   

  With reference to the above-noted project, please find enclosed:

  (1)Two original copies of Amendment #3. If you are in concurrence with this amendment, please sign both copies and return one copy to us on or before thirty days from the date of this covering letter. The other copy is for your records.


  (2)A consolidation copy (Schedule ‘A’) of the Agreement and this amendment. This consolidation is for working purposes only.


  Should you have any questions concerning this amendment, please contact me at 902-426-8676; toll-free at 1-800-565-1228 or via email at Shane.Fleming@canada.ca.

   

  Encls.