ACOA BDP (2015) - Contract 200804 - Original Document

Exhibit 4.3.1

AUG 13 2012

Lamda Guard Canada Inc.

Suite 1700, Tower 1

1959 Upper Water Street

Halifax, Nova Scotia

B3J 3N2

Attention: Mr. Paul McLaughlin

Dear Mr. McLaughlin:

Re: ACOA Business Development Program (BDP)

THIS LETTER CANCELS AND REPLACES THE LETTER OF OFFER PREVIOUSLY SENT DATED JULY 30, 2012.

In response to your application received April 10, 2012, the Atlantic Canada Opportunities Agency (“the Agency”), hereby offers to make a repayable contribution to Lamda Guard Canada Inc. (“the Applicant”) upon the following Terms and Conditions:

1.00 Contribution

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:

2.00 Disbursements

2.01 Advance Payment

At the discretion of the Agency, an advance payment may be made to the Applicant.

To request an advance payment, the Applicant must submit a completed 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. 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 was made.

Should the Agency determine that an advance payment will be made, such payment will be made in accordance with the Treasury Board Policy on Transfer Payments.

Progress Payments

At the request of the Applicant, the Agency may make progress payments to the Applicant based on claims for eligible costs which have been incurred. Each claim shall be completed in accordance with instructions to be provided by the Agency to the Applicant.

Joint Payments

At the discretion of the Agency or at the request of the Applicant, the Agency may make payments jointly to the Applicant and the supplier for eligible costs which have been incurred.

Final Payment

Notwithstanding the foregoing, 10% of the Contribution will normally be reserved for a final payment to be based on a claim submitted by the Applicant at the time of Project Completion and normally after all eligible costs have been incurred and paid.

2.02 It is a requirement of this agreement that the Applicant shall keep the original invoices and proof of payment for all claimed costs readily avai1able for examination by the Agency during any payment verification or audit and until thirty-six (36) months following the end of the Control Period.

3.00 Repayment Terms

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 July 1, 2013.

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

3.03 Prior to any disbursement of this Contribution by the Agency, the Applicant shall arrange pre-authorized payments for scheduled repayments for the period until full repayment of the Contribution is completed. Please complete the attached Pre-Authorized Repayment/Direct Deposit Authorization form and return it, together with a voided cheque, with your acceptance to this offer.

3.04 The Applicant shall pay, where the account is overdue and in addition to any amount payable, interest on that amount. The interest, calculated daily and compounded monthly, shall accrue from the due date until payment is received. The rate of interest shall be equal to 3% higher than the average Bank of Canada discount rate for the previous month.

3.05 A $15 administration fee will be charged on every payment for which insufficient funds were available in the account identified for payment.

3.06 The Applicant may, at any time, make prepayments on account of repayment installments and each such prepayment will be applied first to interest owing and secondly to repayment installments in reverse order of maturity.

4.00 Conditions

4.01 The Agency shall not contribute to any cost incurred by the Applicant prior to April 10, 2012.

4.02 As a condition of the Agency’s assistance,

(a) the Applicant shall carry out the Project at HALIFAX, Nova Scotia;

(b) the Applicant shall ensure the Project commences on or before August 31, 2012; and

(c) the Applicant shall ensure the Project is completed as described in the Statement of Work on or before March 31, 2013.

4.03 The Applicant shall comply with environmental protection measures in relation to the Project that satisfy the requirements of all regulatory bodies of appropriate jurisdiction.

4.04 The Applicant shall inform the Agency promptly in writing of any assistance, other than the federal Scientific Research and Experimental Development Tax Credit, from other federal, provincial or municipal sources which had been received or is to be received for the Project, and the Agency shall have the right to adjust the amount of the assistance to take into account the amount of any such further assistance received.

4.05 The Applicant shall attain equity, satisfactory to the Agency, in the total amount of $83,250 on or before the date of first disbursement by the Agency to the Applicant. Unless otherwise authorized by the Agency in writing, this level of equity shall be maintained until the end of the Control Period.

In addition, the Applicant shall not withdraw funds from the operation in the form of management fees, bonuses/dividends, etc which would be considered as excessive by the Agency. (Excessive: level of payment above normal levels that could impair the viability of the Applicant).

4.06 Prior to the first disbursement by the Agency, the Applicant shall provide confirmation of the balance of project financing, satisfactory to the Agency. Amounts to be confirmed are:

- $83,250 in the form of an equity injection;

- $250,000 in the form of an operating line of credit.

4.07 With respect to communication requirements, the Applicant agrees to comply with Clauses 3, 4, and 5 of Annex 3 (General Conditions) regarding any public announcements of the Project.

5.00 Reporting

5.01 From the date of Project Commencement until the Project Completion Date the Applicant shall submit semi-annual status reports on the progress and results of the Project in a form satisfactory to the Agency.

5.02 The Applicant shall submit to the Agency, within 120 days of the end of each fiscal year which commences before the end of the Control Period, as defined in the attached General Conditions, a copy of its independently prepared financial statements.

6.00 Notice

6.01 Any notice or correspondence to the Agency, including the attached duplicate copy of this Agreement signed by the Applicant, shall be addressed to:

Atlantic Canada Opportunities Agency

P.O. Box 2284, Station Central

Halifax, Nova Scotia

B3J 3C8

Attention: Lauren MacDonald

or to such address as is designated by the Agency in writing.

7.00 Entire Contract

7.01 This offer, if accepted, including all Annexes, will constitute the entire agreement between the parties with respect to its subject matter. No amendments shall be made to the resulting contract unless confirmed in writing.

This offer is open for acceptance for sixty (60) days from the date that appears on its face. The date of acceptance shall be the date the duplicate copy of this offer, unconditionally accepted and duly executed by the Applicant is received by the Agency.

If further information is required, please contact Lauren MacDonald, the officer assigned to your project, at ###-###-####, (902) 426-2508 or via e-mail at ***@***.

Attachments:

The foregoing offer is hereby accepted this day of 20 .

(Project No.: 200804)

Lamda Guard Canada Inc.

ANNEX 1

Project No: 200804

Statement Of Work

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

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.

ANNEX 2

PROJECT FACT SHEET

FOR NEWS RELEASE

ANNEX 3

General Conditions (Revised August, 2006)

“Control Period” For commercial projects, this refers to the period beginning on the date of first disbursement and ending on the date on which all amounts due by the Applicant to the Agency under this Agreement have been paid in full or until that obligation is otherwise discharged to the satisfaction of the Agency. For non-commercial projects, the Control Period ends two (2) years after the date of Project Completion.

“Project Commencement Date” means the date on which, in the opinion of the Agency, the first major commitment is made by the Applicant to implement the Project.

“Project Completion Date” means the date on which, in the opinion of the Agency, all the eligible costs have been incurred and the work completed to the satisfaction of the Agency.