EX-4.311


   

  Exhibit 4.3.1.1

   

  				
	 
	Atlantic Canada
Opportunities
Agency
	Agence de
promotion économique
du Canada atlantique
	AGENCY COPY



   

   

  			
	Project No.:  200804
	Nova Scotia
Office
P.O. Box 22B4
Station "C"
Halifax, N.S. 
B3J 3GB
	Bureau de Ia
Nouvelle-Écosse
Cassier postal 22B4
Succ. "C"
Halifax (N.-E.)
B3J 3GB

	Amendment  #4

	 

	Metamaterial  Technologies Inc.

	1 Research Drive

	Bay 8

	Dartmouth,  Nova Scotia
	 
	 

	B2Y 4M9
	MAR 07  2014



   

  Attention:  Dr. George Palikaras

  Dear Dr. Palikaras:

  Re: 	Amendment Approved under  the Business Development Program

  Please note, the Atlantic Canada Opportunities Agency  ("the Agency'') hereby agrees to the following  amendment:

  Delete clause 1.01, 3.01, 3.02 and 4.02(c) and  replace with the following:

   

  		
	1.01
	Subject  to all other provisions  of this Agreement, the Agency will make a repayable contribution ('the  Contribution') to the Applicant  to assist in the execution  by the Applicant  of the Project as described  and defined  in Annex 1 (Statement  of Work) calculated  as the lesser of (a) and (b) as follows:



   

  (a)75% of eligible costs, estimated  to be $666,667; or


  (b)$500,000.


   

  3.01   The Applicant  shall repay the Contribution to the Agency in accordance  with the repayment  schedule  attached  to this offer.

   

  These amounts  are calculated  to repay the outstanding balance of the Contribution;

  however,  the last installment will be adjusted  to include all sums owing.

   

  3.02   The first repayment  installment is due and payable on March 1, 2015.

   

   

  			
	 
	Page 
	1

	 
	 
	 



   

  

   

  Subsequent repayment  installments are due and payable  at intervals of the (1) month thereafter  until the Contribution shall be fully repaid.

   

  4.02   As a condition of the Agency's assistance,

   

  (c)the Applicant  shall ensure the Project is completed  as described in the Statement of Work on or before July  31, 2014.


   

  Annex 1 - Statement of Work, is to be replaced by the attached revised Annex 1 – Statement of Work, dated March 4, 2014.

   

  All other terms and conditions of our Letter of Offer accepted by you on August 30. 2012 and as amended thereafter, remain unchanged.

   

  This amendment will become effective upon receipt of your written acceptance, no later than thirty (30) days from the appearing on this letter. Please sign and date one copy of this amendment letter and return it to the above address.

   

  If you have any questions pertaining to our procedures and requirements, please contact Lauren MacDonald the office assigned to your project, at *800) 565-1228 or (902) 426-2508 or via e-mail at lauren.macdonald@acoa-apeca.gs.ca.

   

  Yours truly,

   

  Peter Hogan

  Vice-President

  ACOA Nova Scotia

   

  Attachment (repayment schedule, Statement of Work)

   

  The foregoing amendment is hereby accepted this_________ day of _______________, 20____.

   

  Project No. : 200804

   

   

  		
	Page 
	2



   

  

   

  					
	 
	Metamaterial Technologies Inc.
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	03/11/2014
	 

	 
	Signature of Authorized Signing Authority
	 
	Date
	 

	 
	 
	 
	 
	 

	 
	George Palikaras President and CEO
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Name and Title (please print)
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Signature of Authorized Signing Authority
	 
	Date
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Name and Title (please print)
	 
	 
	 



   

   

  		
	Page 
	3



   

  

   

  Amendment to Statement of Work / Modification à 1’énoncé des travaux

   

  Revised ANNEX 1

  Project No: 200804

  Statement Of Work- March  4, 2014

   

  Project Description

  This project will assist the Applicant with using state-of-the-art patented technology to develop a transparent thin film based on nanotechnology that is able to block selected frequencies of light. Eligible costs include research salaries and wages, equipment and materials.

   

  Project Location

  Halifax, Nova Scotia

   

  					
	 
	 
	 
	 
	 

	Project Costs
	 
	 
	Financing
	 

	 
	 
	 
	ACOA BDP Repayable Contribution
	$500,000

	Special Equipment
	$69,000
	 
	 
	 

	Salaries/Wages
	385,444
	 
	Shareholders' Injection
	166,667

	Consultants
	146,223
	 
	 
	 

	Product Development
	66,000
	 
	 
	 

	Total Project Costs
	$666,667
	 
	Total Financing
	$666,667

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Eligible Costs 
	 
	 
	 
	 

	Special Equipment
	$69,000
	 
	 
	 

	Salaries/Wages
	385,444
	 
	 
	 

	Consultants
	146,223
	 
	 
	 

	Product Development
	66,000
	 
	 
	 

	Total Eligible Costs
	$666,667
	 
	 
	 

	 
	 
	 
	 
	 



   

  Expected Results from the Project

   

  The federal government requires that results from projects receiving federal funding be identified. ACOA will thus follow-up on the following expected results identified for your project.

   

  Expected Project Results

  The Proponent shall develop one new product (goggles) with its state of the art transparent thin film technology.

   

  Means of Verification

  Project final report and product demonstration.

   

   

   

   

  		
	Page 
	4



   

  

   

   

  			
	Revised Repayment Schedule
	Schedule 6
	 



   

   

  						
	Client:
	 
Metamaterial Technologies Inc.
	 
Start Date:
	 
2015/03/01

	Account Number:
	200804
	End Date:
	2022/02/01

	Number of Repayments:
	84
	 
	 

	Total Repayable:
	$500,000.00
	 
	 

	Payment#
	Due Date
	 
	Amount Due
	Amount Paid to Date
	*Amount Outstanding

	 
	 
	 
	 
	 
	$500,000.00

	 
	 
	 
	 
	$0.00
	$500,000.00

	1
	2015/03/01
	 
	$5,952.00
	 
	$494,048.00

	2
	2015/04/01
	 
	$5,952.00
	 
	$488,096.00

	3
	2015/05/01
	 
	$5,952.00
	 
	$482,144. 00

	4
	2015/06/01
	 
	$5,952.00
	 
	$476,192.00

	5
	2015/07/01
	 
	$5,952.00
	 
	$470,240.00

	6
	2015/08/01
	 
	$5,952. 00
	 
	$464,288.00

	7
	2015/09/01
	 
	$5,952. 00
	 
	$458,336.00

	8
	2015/10/01
	 
	$5,952.00
	 
	$452,384.00

	9
	2015/11/01
	 
	$5,952.00
	 
	$446,432.00

	10
	2015/12/01
	 
	$5,952.00
	 
	$440,480.00

	11
	2016/01/01
	 
	$5,952.00
	 
	$434,528.00

	12
	2016/02/01
	 
	$5,952.00
	 
	$428,576.00

	13
	2016/03/01
	 
	$5,952. 00
	 
	$422,624.00

	14
	2016/04/01
	 
	$5,952. 00
	 
	$41 6,672.00

	15
	2016/05/01
	 
	$5,952. 00
	 
	$410,720.00

	16
	2016/06/01
	 
	$5,952. 00
	 
	$404,768.00

	17
	2016/07/01
	 
	$5,952.00
	 
	$398,816.00

	18
	2016/08/01
	 
	$5,952.00
	 
	$392,864.00

	19
	2016/09/01
	 
	$5,952.00
	 
	$386,912.00

	20
	2016/10/0 I
	 
	$5,952.00
	 
	$380,960.00

	21
	2016/11/01
	 
	$5,952.00
	 
	$375,008.00

	22
	2016/12/01
	 
	$5,952.00
	 
	$369,056.00

	23
	2017/01/0 I
	 
	$5,952. 00
	 
	$363, I 04.00

	24
	2017/02/01
	 
	$5,952. 00
	 
	$357, 152.00

	25
	2017/03/01
	 
	$5,952.00
	 
	$351,200.00

	26
	2017/04/01
	 
	$5,952. 00
	 
	$345,248.00

	27
	2017/05/01
	 
	$5,952.00
	 
	$339,296.00

	28
	2017/06/01
	 
	$5,952.00
	 
	$333,344.00

	29
	2017/07/01
	 
	$5,952.00
	 
	$327,392.00

	30
	2017/08/0 I
	 
	$5,952. 00
	 
	$321,440.00

	31
	2017/09/0 I
	 
	$5,952. 00
	 
	$31 5,488.00

	32
	2017/10/0 I
	 
	$5,952. 00
	 
	$309,536.00

	33
	2017/11 /01
	 
	$5,952. 00
	 
	$303,584.00

	34
	2017/12/0 I
	 
	$5,952.00
	 
	$297,632.00

	35
	2018/01 /01
	 
	$5,952.00
	 
	$291,680.00

	36
	2018/02/01
	 
	$5,952.00
	 
	$285,728.00

	37
	2018/03/01
	 
	$5,952.00
	 
	$279,776.00

	38
	2018/04/01
	 
	$5,952.00
	 
	$273,824.00

	39
	2018/05/01
	 
	$5,952.00
	 
	$267,872.00

	40
	2018/06/01
	 
	$5,952.00
	 
	$261,920.00

	41
	2018/07/01
	 
	$5,952.00
	 
	$255,968. 00



   

   

  

   

   

  			
	Revised Repayment Schedule
	Schedule 6
	 



   

  						
	42
	2018/08/01
	 
	$5,952.00
	 
	$250,016.00

	43
	2018/09/01
	 
	$5,952.00
	 
	$244,064.00

	44
	2018110/01
	 
	$5,952.00
	 
	$238, 112.00

	45
	2018/11/01
	 
	$5,952.00
	 
	$232,160.00

	46
	2018/12/01
	 
	$5,952.00
	 
	$226,208.00

	47
	2019/01/0 I
	 
	$5,952.00
	 
	$220,256.00

	48
	2019/02/01
	 
	$5,952.00
	 
	$214,304.00

	49
	2019/03/01
	 
	$5,952.00
	 
	$208,352.00

	50
	2019/04/01
	 
	$5,952.00
	 
	$202,400.00

	51
	2019/05/01
	 
	$5,952.00
	 
	$196,448.00

	52
	2019/06/01
	 
	$5,952.00
	 
	$190,496.00

	53
	2019/07/0 I
	 
	$5,952.00
	 
	$184,544.00

	54
	2019/08/01
	 
	$5,952.00
	 
	$178,592.00

	55
	2019/09/01
	 
	$5,952.00
	 
	$172,640.00

	56
	2019/10/01
	 
	$5,952.00
	 
	$166,688.00

	57
	2019/11/01
	 
	$5,952.00
	 
	$160,736.00

	58
	2019/12/01
	 
	$5,952.00
	 
	$154,784. 00

	59
	2020/01/01
	 
	$5,952.00
	 
	$148,832.00

	60
	2020/02/01
	 
	$5,952.00
	 
	$142,880.00

	61
	2020/03/01
	 
	$5,952.00
	 
	$136,928.00

	62
	2020/04/01
	 
	$5,952.00
	 
	$130,976.00

	63
	2020/05/01
	 
	$5,952.00
	 
	$125,024.00

	64
	2020/06/01
	 
	$5,952.00
	 
	$119,072.00

	65
	2020/07/01
	 
	$5,952.00
	 
	$113,120.00

	66
	2020/08/01
	 
	$5,952.00
	 
	$107,168.00

	67
	2020/09/01
	 
	$5,952.00
	 
	$101,216.00

	68
	2020/10/01
	 
	$5,952.00
	 
	$95,264.00

	69
	2020/11/01
	 
	$5,952.00
	 
	$89,312.00

	70
	2020/12/01
	 
	$5,952.00
	 
	$83,360.00

	71
	2021/01101
	 
	$5,952.00
	 
	$77,408.00

	72
	2021/02/01
	 
	$5,952.00
	 
	$71,456.00

	73
	2021/03/01
	 
	$5,952.00
	 
	$65,504.00

	74
	2021/04/01
	 
	$5,952.00
	 
	$59,552.00

	75
	2021/05/01
	 
	$5,952.00
	 
	$53,600.00

	76
	2021/06/01
	 
	$5,952.00
	 
	$47,648.00

	77
	2021/07/0 I
	 
	$5,952.00
	 
	$41,696.00

	78
	2021/08/01
	 
	$5,952.00
	 
	$35,744.00

	79
	2021/09/01
	 
	$5,952.00
	 
	$29,792.00

	80
	2021/10/01
	 
	$5,952.00
	 
	$23,840.00

	81
	2021/11/01
	 
	$5,952.00
	 
	$17,888.00

	82
	2021/12/01
	 
	$5,952.00
	 
	$11,936.00

	83
	2022/01101
	 
	$5,952.00
	 
	$5,984.00

	84
	2022/02/01
	 
	$5,984.00
	 
	$0.00