POET TECHNOLOGIES INC. (Form: 20FR12G, Received: 04/13/2015 16:31:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

Commission file number: 000-55135

POET TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Ontario, Canada

(Jurisdiction of incorporation or organization)

121 Richmond Street West, Suite 501

Toronto, Ontario, M5H 2K1, Canada

(Address of principal executive offices)

Peter Copetti, Interim CEO

121 Richmond Street West, Suite 501

Toronto, Ontario, M5H 2K1, Canada

Tel: (416) 368-9141

Email: pcc@poet-technologies.com

(Name, Telephone, Email and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None.

Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value.

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not Applicable.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Not Applicable.

o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued
by the International Accounting Standards Board x

Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

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POET TECHNOLOGIES INC.

FORM 20-F ANNUAL REPORT

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		Page
Introduction		1

PART I

ITEM 1.	Identity of Directors, Senior Management and Advisors	2
ITEM 2.	Offer Statistics and Expected Timetable	2
ITEM 3.	Key Information	2
ITEM 4.	Information on the Company	15
ITEM 4a.	Unresolved Staff Comments	21
ITEM 5.	Operating and Financial Review and Prospects	21
ITEM 6.	Directors, Senior Management, and Employees	29
ITEM 7.	Major Shareholders and Related Party Transactions	41
ITEM 8.	Financial Information	42
ITEM 9.	The Offer and Listing	43
ITEM 10.	Additional Information	44
ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk	54
ITEM 12.	Description of Securities Other Than Equity Securities	55

PART II

ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	55
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	55
ITEM 15.	Controls and Procedures	56
ITEM 16.	Reserved	56
ITEM 16a.	Audit Committee Financial Expert	56
ITEM 16b.	Code Of Ethics	56
ITEM 16c.	Principal Accounting Fees and Services	56
ITEM 16d.	Exemptions from the Listing Standards for Audit Committees	57
ITEM 16e.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	57

PART III

ITEM 17.	Financial Statements	57
ITEM 18.	Financial Statements	57
ITEM 19.	Exhibits	57

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INTRODUCTION

POET Technologies Inc. is organized under the Business Corporations Act (Ontario). In this Annual Report, the “Company”, “we”, “our” and “us” refer to POET Technologies Inc. and its subsidiaries (unless the context otherwise requires). We refer you to the documents attached as exhibits hereto for more complete information than may be contained in this Annual Report. Our principal Canadian corporate offices are located at Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1, Canada. Our principal operations office is located in the U.S. on the campus of the University of Connecticut, P.O. Box 555, Storrs-Mansfield, CT 06268. Our telephone number in Toronto is (416) 368-9411 and out telephone number in Connecticut is (203) 612-2366.

We file reports and other information with the Securities and Exchange Commission (“SEC”) located at 100 F Street NE, Washington, D.C. 20549. You may obtain copies of our filings with the SEC by accessing their website located at www.sec.gov. We also file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing the website www.sedar.com.

Business of POET Technologies Inc.

We are a fabless semiconductor company specializing in the design and development of semiconductor technology for military, industrial and commercial applications, including infrared sensor arrays and ultra-low-power random access memory. We are focused on our proprietary Planar Opto-Electronic Technology (“POET”), a semiconductor technology platform that enables multiple single-chip applications requiring optical and electrical functions, thereby addressing the needs of speed, size, energy and cost efficiency faced by current silicon-based semiconductor technology.

The Company currently operates at a loss. We have no revenues. Our expenses, directly or indirectly, relate to the development and commercialization of the POET process or our status as a publicly traded Company. During the fiscal year ended December 31, 2014, research and development expenses were $2,277,927 while general and administration expenses were $9,677,705. Included in general and administrative are non-cash share based expenses of $6,055,895 relating to the fair value of stock based compensation and the fair value of shares issued as a reduction of a license fee. We have yet to commercialize the POET technology. To date, proceeds from the issuance of its common shares have financed the Company’s continuing operations and research and development initiatives.

As of December 31, 2014, the Company had over $11.5 million in current assets and approximately $451,000 of accounts payable and accrued liabilities. We are confident that the current level of working capital is sufficient to support the Company over the next 12 months as the Company works toward the goal of monetizing the POET process.

Financial and Other Information

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (“US$” or “$”).

Forward-Looking Statements

This Annual Report on Form 20-F contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as, “continues”, “with a view to”, “is designed to”, “pending”, “predict”, “potential”, “plans”, “expects”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, and similar expressions or variations thereon, or statements that events, conditions or results “can”, “might”, “will”, “shall”, “may”, “must”, “would”, “could”, or “should” occur or be achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. Forward-looking statements and information are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

The forward-looking statements and information in this Annual Report are subject to various risks and uncertainties, including those described in ITEM 3.D. “Risk Factors” , many of which are difficult to predict and generally beyond the control of the Company, including without limitation:

· we have a limited operating history;

· our need for additional financing, which may not be available on acceptable terms or at all;

· the possibility that we will not be able to compete in the highly competitive semiconductor market;

· the risk that our objectives will not be met within the time lines we expect or at all;

· research and development risks;

· the risks associated with successfully protecting patents and trademarks and other intellectual property;

· the need to control costs and the possibility of unanticipated expenses;

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· manufacturing and development risks;

· the risk that the price of our common stock will be volatile; and

· the risk that shareholders’ interests will be diluted through future stock offerings or options and warrant exercises.

For all of the reasons set forth above, investors should not place undue reliance on forward-looking statements. Other than any obligation to disclose material information under applicable securities laws or otherwise as maybe required by law, the Company undertakes no obligation to revise or update any forward-looking statements after the date hereof.

Data relevant to estimated market sizes for the Company’s technologies under development are presented in this Annual Report. These data have been obtained from a variety of published resources including published scientific literature, websites and information generally available through publicized means. The Company attempts to source reference data from multiple sources whenever possible for confirmatory purposes. Although the Company believes the foregoing data is reliable, the Company has not independently verified the accuracy and completeness of this data.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A . Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The selected financial data of the Company for the years ended December 31, 2014, 2013 and 2012 was derived from the audited annual consolidated financial statements of the Company, which have been audited by Marcum LLP, independent registered public accounting firm. Selected financial data of the Company for the years ended December 31, 2011 and 2010 was derived from the consolidated financial statements of the Company, which are not included in this Annual Report.

The information contained in the selected financial data for the 2014, 2013 and 2012 years is qualified in its entirety by reference to the Company’s consolidated financial statements and related notes included under the heading “ITEM 17. Financial Statements” and should be read in conjunction with such financial statements and with the information appearing under the heading “ITEM 5. Operating and Financial Review and Prospects.” Except where otherwise indicated, all amounts are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”).

Since its formation, the Company has financed its operations from public and private sales of equity securities, proceeds received upon the exercise of warrants and stock options, research and development contracts from U.S. government agencies and, prior to 2012, by sales of solar energy equipment products. The Company has never been profitable, so its ability to finance operations has been dependent on equity financings. The Company believes that it will continue to rely on the sale of its equity securities to provide funds for its activities. While the Company is not planning to seek additional equity financing at this time, because we believe it is well capitalized for the next 12 months, nevertheless the Company may effect a future financing if an appropriate opportunity presents itself. See ITEM 3.D. “Risk Factors.”

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.

Restated Financial Information

During the 2014 fiscal year, the Company made an accounting policy change to capitalize its patent registration costs (see note 20 to the financial statements which are included at item 17). The previous accounting policy was to charge patent registration costs against profit and loss in the year those costs are incurred.

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increasing the net worth of the Company. This retrospective change in accounting policy provides more transparent information relating to these assets as they are expected to provide future economic benefits and can be measured reliably.

The following consolidated financial information is separated between continuing and discontinued operations.

Consolidated Statements of Operations

Under International Financial Reporting Standards

(US$)

	Years Ended December 31,
	2014			Restated 2013			Restated 2012			Restated 2011			Restated 2010

Costs and Expenses
General and Administration	$	9,677,705		$	6,284,288		$	3,023,471		$	2,695,956		$	1,381,473
Research and Development	2,277,927			1,925,974			1,093,998			1,327,057			1,018,136
Investment Income, including interest	—			(18,371		)	—			(21,915		)	(39,590		)
Total Expenses	11,955,632			8,191,891			4,117,469			4,001,098			2,360,019

Loss, before the following
Other income	169,832			342,874			238,806			755,422			1,107,854
Net Loss for the Period
Loss from continuing operations	(11,785,800		)	(7,849,017		)	(3,878,663		)	(3,245,676		)	(1,252,165		)
Loss from discontinued operations, net of taxes	—			—			(4,685,449		)	(11,898,225		)	(6,737,062		)
Net Loss	(11,785,800		)	(7,849,017		)	(8,564,112		)	(15,143,901		)	(7,989,227		)
Deficit, beginning of period	(66,994,702		)	(59,145,685		)	(50,442,457		)	(35,298,556		)	(27,309,329		)
Divestiture of non-controlling interest	—			—			(139,116		)	—			—
Deficit, end of period	$	(78,780,502	)	$	(66,994,702	)	$	(59,145,685	)	$	(50,442,457	)	$	(35,298,556	)
Basic and Diluted Loss Per Share:	$	(0.08	)	$	(0.06	)	$	(0.08	)	$	(0.17	)	$	(0.11	)
Continuing Operations	$	(0.08	)	$	(0.06	)	$	(0.04	)	$	(0.04	)	$	(0.02	)
Discontinued Operations	—			—			$	(0.04	)	$	(0.13	)	$	(0.09	)

Consolidated Statements of Discontinued Operations

Under International Financial Reporting Standards

(US$)

	Years Ended December 31,
	2014		2013		2012			2011			2010

Revenue	$	—	$	—	$	617,728		$	5,122,507		$	539,784

Costs and Expenses
Cost of Goods Sold	—		—		1,117,282			8,916,603			434,627
General and Administration	—		—		3,380,117			5,551,286			4,061,666
Research and Development	—		—		611,644			2,561,217			2,769,806
Investment Income, including interest	—		—		(3,044		)	(8,374		)	—
Total Expenses	—		—		5,105,999			17,020,732			7,066,099

Net Operating Income (Loss) from Discontinued Operations	—		—		(4,488,271		)	(11,898,225		)	(6,726,315		)
Loss on divestiture of subsidiaries	—		—		(197,178		)	—			(40,572		)
Net Income (Loss) from Discontinued Operations	—		—		(4,685,449		)	(11,898,225		)	(6,766,887		)
Attributable to non-controlling interest	—		—		—			107,662			29,825
Attributable to equity shareholders	$	—	$	—	$	(4,685,449	)	$	(11,790,563	)	$	(6,737,062	)

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Consolidated Balance Sheets

Under International Financial Reporting Standards

(US$)

	December 31,
	2014			Restated 2013			Restated 2012			Restated 2011			Restated 2010
Assets
Cash	$	11,287,864		$	3,260,967		$	1,435,762		$	1,330,141		$	6,629,958
Short term investments	—			—			—			—			304,149
Accounts And Other Receivable	—			—			96,749			526,229			312,043
Prepaids and Other Current Assets	243,501			267,012			158,257			152,162			507,635
Inventories	—			—			—			1,426,003			5,608,647
Marketable Securities	—			397			426			415			423
Assets Available for Sale	—			—			606,413			—
Investment in Opel Solar Asia Company Limited	—			—			—			197,178			—
Property and Equipment	1,058,860			903,792			26,670			1,798,779			3,315,081
Patents and Licenses	260,721			125,676			75,550			198,249			203,421
Total Assets	$	12,850,946		$	4,557,844		$	2,399,827		$	5,629,156		$	16,881,357

Liabilities
Accounts Payable and accrued liabilities	$	451,724		$	256,027		$	231,903		$	1,705,876		$	771,938
Product Warranty	—			—			25,899			25,899			—
Customer deposits	—			—			—			—			1,347,825
Disposal Group Liabilities	—			—			606,413			—			—
Deferred Energy Credit	—			—			—			614,363			649,642
Asset Retirement Obligation	—			—			—			74,277			69,062
Total Liabilities	451,724			256,027			864,215			2,420,415			2,838,467

Shareholders’ Equity
Share Capital	61,688,953			42,911,455			40,225,401			38,507,720			34,330,441
Special Voting Share	—			—			100			100			100
Special Warrants and Shares to be Issued	—			—			—			27,521			276,833
Warrants	6,458,659			8,135,590			3,850,685			1,813,729			6,025,715
Contributed Surplus	23,616,664			20,261,067			16,361,282			13,162,981			8,497,812
Accumulated Other Comprehensive Income (loss)	(584,552		)	(11,593		)	243,829			278,263			233,495
Deficit	(78,780,502		)	(66,994,702		)	(59,145,685		)	(50,442,457		)	(35,298,556		)
Non-Controlling Interest	—			—			—			(139,116		)	(22,950		)
Total Shareholders’ Equity	12,399,222			4,301,817			1,535,612			3,208,741			14,042,890

Total Liabilities and Shareholders’ Equity	$	12,850,946		$	4,557,844		$	2,399,827		$	5,629,156		$	16,881,357

Exchange Rate

Because the presentation currency of the Company is U.S. dollars, there are no exchange rate considerations in interpreting these tables, unless otherwise noted.

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

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D. Risk Factors

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business. This Annual Report contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that might cause such differences include those discussed below and elsewhere in this Annual Report.

Risks Related to Our Business

We have a limited operating history, and we do not expect to become profitable in the near future.

We are a fabless semiconductor technology development company with a limited operating history. We are not profitable and have incurred losses. We continue to incur research and development and general and administrative expenses related to our operations. We expect to continue to incur losses for the foreseeable future, and these losses may increase as we move toward the commercialization of our technology currently under development. If our POET technology platform does not achieve market acceptance, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Accordingly, it is difficult to evaluate our business prospects. Moreover, our prospects must be considered in light of the risks and uncertainties encountered by an early-stage company and competitive markets, such as the semiconductor market, where market acceptance of our technology is uncertain.

We depend on the implementation of our business plan, including our ability to make future progress in the development or our POET technology. There can be no assurance that our efforts will ultimately result in profits.

We have not yet commercialized the POET technology and there is no certainty that we will be able to do so.

We have not yet commercialized our POET technology, and we may never be able to do so. We do not know when or if we will complete our development efforts or successfully license our technology. Even if we are successful in developing a commercially useful POET platform, we will not be successful unless POET gains market acceptance. The degree of market acceptance of these products will depend on a number of factors, including:

· the adoption of our technology by semiconductor device designers and manufacturers;

· the competitive environment;

· the establishment and demonstration in the technology community of the efficacy of our technology and its potential advantages over existing technology; and

· the adequacy and success of sales and marketing efforts regarding licensing our technology.

The Company has a history of losses and expects to continue to incur additional losses for the foreseeable future.

The Company’s primary focus is on the research and development of a specific semiconductor technology, which requires the expenditure of significant amounts of cash over a relatively long time period. As at December 31, 2014, the Company’s total deficit was $78,780,502, with net losses in fiscal years 2014 and 2013 of $11,785,800 and $7,849,017 respectively. There can be no assurance that the Company will ever record any earnings.

The Company may need to obtain additional investment capital and there can be no assurance that the Company will be successful in generating sufficient cash flow to continue its development.

As stated above, the Company expects to incur losses for the foreseeable future. As of December 31, 2014, 2013 and 2012, the Company’s working capital was $11,079,641, $3,272,349 and $1,433,392 respectively.

The increase and maintenance of higher working capital in 2014 was due to the $4.5 million dollars financing completed on February 13, 2014 in addition to $9.9 million dollars raised through the exercise of stock options and warrants during the year ended December 31, 2014. The Company has no capital commitments. The Company anticipates spending a minimum of $2,390,000 over the next two years on research and development activities.

The increased working capital from 2012 to 2013 was due to CA$7.2 million of financing completed on February 14, 2013 in addition to CA$5.4 million raised in the second half of 2012. The Company used a portion of the funds raised in 2012 to settle the high accounts payable balances and the credit facility that were carried for most of 2012. Additionally, $900,236 has been spent in 2013 and 2012 procuring machinery and equipment.

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The Company’s balance sheet as at December 31, 2014 shows assets with a book value of $12,850,946 (2013 - $4,557,844, 2012 - $2,399,827) of which 90% (2013 - 78%, 2012 — 97%) or $11,531,365 (2013 - $3,528,376, 2012 - $2,297,607) is current and primarily cash of $11,287,864 (2013 - $3,260,967, 2012 - $1,435,762). The Company’s cash position has been bolstered by the exercise of warrants and stock options subsequent to the 2014 year end that resulted in additional capital of approximately $6.0 million.

As of March 15, 2015, there are 12,066,431 warrants outstanding to purchase common shares at an average exercise price of $0.35 expiring between June 8, 2015 and September 27, 2015. Should those warrants be exercised, there is a potential for an additional CAD $4.2 million to be raised by the Company. Whether the warrants will be exercised is dependent on a number of factors that are outside of the Company’s control, such as stock price and investor confidence.

Based on current plans and cash utilization, the Company believes it has sufficient liquidity to support its operations and technological programs through 2015, which include further development of the POET semiconductor process and increasing the POET intellectual property portfolio to enable the Company to exploit the POET technology, through licenses and collaborative arrangements. If development were delayed, or in the event that the Company was unable to execute licenses of the POET technology or otherwise exploit the technology, additional financing would be necessary. There can be no assurance that the Company would be able to obtain such financing or that the objectives will be achieved at all.

The Company has no external sources of financing such as bank lines of credit. The Company will likely require future additional financing to carry out its business plan. The current market for both debt and equity financings for companies such as the Company is challenging, and there can be no assurance that a financing, whether debt or equity, will be available on acceptable terms or at all. The failure to obtain financing on a timely basis may result in the Company’s having to reduce or delay one or more of its planned research, development and marketing programs and to reduce related overhead, any of which could impair the Company’s current and future value. Any additional equity financing, if obtained, may result in significant dilution to the existing shareholders at the time of such financing. The Company may also seek additional funding from other sources, including technology licensing, co-development collaborations and other strategic alliances, which, if obtained, may reduce the Company’s interest in our intellectual property. There can be no assurance, however, that any such alternative sources of funding will be available.

Rapid technological change could render the Company’s technology non-competitive and obsolete.

The semiconductor industry is subject to rapid and substantial technological change. Developments by others may render the Company’s POET technology non-competitive, and the Company may not be able to keep pace with technological developments. Competitors have developed technologies that compete with the functionality expected of the Company’s technology. Some of these technologies have an entirely different approach or means of accomplishing the desired process and function than the POET process being developed by the Company and may be more effective and less costly to implement than the technologies developed by the Company.

Currently, the industry is dominated by silicon-based semiconductor technology that requires the fabrication of multiple chips for optical and electrical functions. As such, manufacturers of electronic devices are accustomed to designing their products around multi-chip platforms. If more advanced silicon-based technology is developed, manufacturers may determine that maintenance of the silicon platform will be less costly to implement and utilize than alternative technologies. Also, competitors may develop other integrated circuit platforms that are easier for manufacturers to adopt.

Our research and development efforts are focused on the POET platform, and any delay in the development, or the abandonment of POET, or POET’s failure to achieve market acceptance, would compromise our competitive position.

We have devoted and expect to continue to devote a large amount of resources to develop new and emerging technologies and standards that can be commercially licensed in the future. Our POET platform is a new technology which as yet does not have an established base and may not be embraced for use by the semiconductor industry. Should technology companies fail to license POET and develop commercially available products based on our POET platform, our research and development efforts with respect to these technologies and standards likely would have no appreciable value. In addition, if we do not correctly anticipate new technologies and standards, or if the products that our licensees, if any, develop based on these new technologies and standards fail to achieve market acceptance, our competitors may be better able to address market demand than we would. Furthermore, if markets for these new technologies and standards develop later than we anticipate, or do not develop at all, demand for our technologies that are currently in development would suffer, resulting in reduced licensing sales of these technologies, if any.

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We are a relatively small company with limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share.

Some of our potential competitors have longer operating histories, significantly greater resources and name recognition and a base of customers. As a result, these competitors may have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and licensing of their technologies than we would be able to. In addition, some of our potential competitors have likely already established licensing or joint development relationships with the decision makers at our potential customers. In addition, many of what we perceive as potential customers have the capabilities to develop technology competitive to ours internally. These competitors may be able to leverage their existing relationships to discourage their customers from licensing or otherwise utilizing our technology. These competitors may elect not to support our technology which could complicate our sales efforts. These and other competitive pressures may prevent us from competing successfully against current or future competitors, and may materially harm our business.

We are party to an intellectual property license agreement granting a portion of all future revenues.

The Company has a License Agreement, as amended in 2014, with the University of Connecticut (“UCONN”) whereby UCONN granted the Company an exclusive license to the intellectual property developed by a consultant and director of the Company, Dr. Geoffrey Taylor, who is also a member of the faculty at UCONN. Such a license may reduce the profitability of the Company if and when our products reach market. The Company is obligated to pay up to $1,000,000 per year when revenues reach certain milestones as well as pay an additional 3% of any revenue received in connection with the exploitation of the licensed intellectual property to third parties other than engineering expenses received from third parties.

We will be dependent on both semiconductor manufacturers and major intellectual property licensees.

We will be dependent on semiconductor manufacturers, as licensees of our technology, to manufacture and market microprocessors based on our architecture in order to receive royalties in the future. We also depend on them to add value to our licensed technology by providing complete POET-based solutions to meet the specific application needs of systems companies. However, the semiconductor manufacturers, if any, will not be contractually obliged to manufacture, distribute or sell devices based on our technology or to market our POET technology on an exclusive basis. Some potential semiconductor partners design, develop and/or manufacture and market devices based on different competing architectures, including their own, and others may do so in the future.

We anticipate that our revenue will depend on these major license customers, although the companies considered to be major customers and the percentage of revenue represented by each major customer may vary from period to period depending on the addition of new agreements, the timing of work performed by us and the number of designs utilizing our products. In addition, we cannot be certain that any of the integrated circuit manufacturers will produce products incorporating our intellectual property components or that, if production occurs, they will generate significant royalty revenue for us.

We cannot assure you that semiconductor device manufacturers will dedicate the resources necessary to promote and develop products based on our POET technology, that they will manufacture products based on our POET technology in quantities sufficient to meet demand, that we will be successful in developing relationships with semiconductor manufacturers or that we will be able to maintain relationships with semiconductor manufacturers once developed.

Our revenues will depend in large part on royalties that may be received on POET-based devices, which will likely be generated on the volumes and price of devices manufactured and sold by our semiconductor manufacturer licensees, if any. Our royalties will be therefore influenced by many of the risks faced by the semiconductor market in general. These risks include reductions in demand and reduced average selling prices. The semiconductor market is intensely competitive. It is also generally characterized by declining average selling prices over the life of a generation of devices. The effect of these price decreases is compounded by the fact that royalty rates decrease as a function of volume. We cannot assure you that delays in licensing, poor demand for services or decreases in prices or in our royalty rates will not materially adversely affect our business, results of operations and financial condition.

The enforceability of the Company’s patents and the Company’s ability to maintain trade secrets cannot be predicted and such patents or trade secrets may not provide the Company with a competitive advantage against competitors with similar products or technologies.

We rely on a combination of patent and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property. Any failure to protect our intellectual property rights would diminish or eliminate the competitive advantages that we derive from our proprietary technology. We cannot assure you that we will be able to adequately protect our technology or other intellectual property from third-party infringement or from misappropriation in the U.S. and abroad. Any patent licensed by us or issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent

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applications that we file may not result in issuance of a patent or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S. and abroad, our technology or other intellectual property may be compromised, and our business would be materially adversely affected.

We may occasionally become involved in administrative proceedings, lawsuits or other proceedings if others allege that we infringe on their intellectual property rights. Some of these claims could subject us to significant liability for damages and invalidate our property rights. If successful, such claims could impair our ability to collect royalties or license fees or could force us or our customers to:

· stop using or exploiting the challenged intellectual property;

· obtain from the owner of the infringed intellectual property, at our expense, a license to sell the relevant technology at an additional cost, which license may not be available on reasonable terms, or at all; or

· redesign our technology to make it non-infringing.

Our failure to protect our proprietary rights, or the costs of protecting these rights, may harm our ability to compete.

Our success depends in part on our ability to obtain patents and licenses and to preserve other intellectual property rights covering our products and development and testing tools. To that end, we have obtained certain domestic and foreign patents and intend to continue to seek patents on our inventions when appropriate. The process of seeking patent protection can be time consuming and expensive. We cannot ensure the following:

· that patents will be issued from currently pending or future applications;

· that our existing patents or any new patents will be sufficient in scope or strength to provide meaningful protection or any commercial advantage to us;

· that foreign intellectual property laws will protect our foreign intellectual property rights; and

· that others will not independently develop similar products, duplicate our products or design around any patents issued to us.

Intellectual property rights are uncertain and adjudication of such rights involves complex legal and factual questions. We may be unknowingly infringing on the proprietary rights of others and may be liable for that infringement, which could result in significant liability for us. We may receive correspondence from third parties alleging infringement of their intellectual property rights. If we are found to infringe the proprietary rights of others, we could be forced to either seek a license to the intellectual property rights of others or alter our technologies so that they no longer infringe the proprietary rights of others. A license could be very expensive to obtain or may not be available at all. Similarly, changing our processes to avoid infringing the rights of others may be costly or impractical.

We would be responsible for any patent litigation costs. Our License Agreement with UCONN does not provide for indemnification of the Company by UCONN. If we were to become involved in a dispute regarding intellectual property, whether ours or that of another company, we may have to participate in legal proceedings in the United States Patent and Trademark Office or in the United States or Canadian courts to determine any or all of the following issues: patent validity, patent infringement, patent ownership or inventorship. These types of proceedings may be costly and time consuming for us, even if we eventually prevail. If we do not prevail, we might be forced to pay significant damages, obtain a license, if available, or stop making a certain product. From time to time, we may prosecute patent litigation against others and as part of such litigation, other parties may allege that our patents are not infringed, are invalid and are unenforceable. We also rely on trade secrets, proprietary know-how and confidentiality provisions in agreements with employees and consultants to protect our intellectual property. Such parties may not comply with the terms of their agreements with us, and we may not be able to adequately enforce our rights against these parties.

Our results may fluctuate significantly and be unpredictable.

Assuming that we are able to finish development of the POET platform technology and commence its exploitation, we will likely experience in the future significant quarterly fluctuations in our results of operations. Our results may fluctuate because of a variety of factors. Such factors include:

· the timing of entering into agreements with licensees;

· the financial terms and delivery schedules of our agreements with licensees;

· the demand for products that incorporate our technology;

· the mixture of license fees, royalties, revenues from the sale of development systems and fees from services;

· the introduction of new technology by us, our licensees or our competition;

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· the timing of orders from and shipments to systems companies of POET-based devices from semiconductor manufacturers;

· the sudden technological or other changes in the semiconductor industry; and

· new litigation or developments in current litigation.

In future periods, our operating results may not meet the expectations of public market analysts or investors. In such an event the market price of our shares could be materially adversely affected.

We anticipate that licenses of our POET platform to a relatively limited number of customers will account for a significant portion of our total net revenues.

Once our POET technology is fully developed, we expect that a relatively small number of customers will account for a significant portion of our future net revenues in any particular period. Due to this, some of the following may reduce our future revenues or adversely affect our business:

· reduction in scope, delay in completion or cancellation of licenses to one or more potentially significant customers;

· development by one or more of our potentially significant customers of other technologies for current or future products;

· loss of one or more of our potentially significant customers or a disruption in our licensing activities;

· failure of one or more of our potentially significant customers to make timely payment of our invoices; and

· failure of one or more of our customers to implement our technology in products successfully, thus limiting any potential royalty income.

We cannot be certain that any potential customer will license technology from us, or, once established as a customer, that they will generate further income to us by means of further licenses or royalties.

Our success will depend substantially on systems companies.

Our future success will depend substantially on the acceptance of our technology by systems companies, particularly those which develop and market electronic products in the defense, wireless, consumer electronics and networking markets where demand may be highly cyclical. The reason for this dependence is that sales of POET-based devices by semiconductor manufacturers to systems companies directly affect the amount of royalties we might receive. We are subject to many risks beyond our control that may influence the success or failure of a particular systems company. These risks include:

· competition faced by the systems company in its particular industry:

· the engineering and marketing capabilities of the systems company;

· market acceptance of the systems company’s products;

· technical challenges unrelated to our technology faced by the systems company in developing its products; and

· the financial and other resources of the systems company.

It will likely take a long time to persuade systems companies to accept our POET technology and, even if accepted, we cannot assure you that our technology will be used in a product that is ultimately brought to market. Furthermore, even if our technology is used in a product brought to market, we cannot assure you that such product will be commercially accepted or result in significant royalties to us. Demand for our intellectual property may also be affected by consolidation in the integrated circuit and related industries, which may reduce the aggregate level of purchases of our intellectual property components and services by the combined companies .

Competition — we may not be able to compete successfully in the future.

Our target markets are intensely competitive and characterized by rapid technological change. We cannot assure you that we will have the financial resources, technical expertise or marketing or support capabilities to compete successfully in the future. Competition is based on a variety of factors including price, performance, features, software availability, marketing, customer support, name recognition and financial strength. Further, given our contemplated reliance on semiconductor manufacturers, our competitive position is dependent on their competitive position. In addition, semiconductor manufacturers are not expected to license our architecture exclusively, and several of them also design, develop, manufacture and market semiconductor devices based on their own architectures or on other non-POET technologies.

Our future capital needs may require us to seek debt financing or additional equity funding which, if not available, could cause our business to suffer.

From time to time, we may be required to raise additional funds for our future capital needs through public or private financing, strategic relationships or other arrangements. There can be no assurance that the funding, if needed, will be available on attractive

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terms, or at all. Furthermore, any additional financing arrangements may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants. Strategic arrangements, if necessary to raise additional funds, may require us to relinquish our rights to certain of our technologies or products. Our failure to raise capital when needed could have a material adverse effect on our business.

We are dependent on key personnel and the loss of any of these individuals could adversely affect the Company .

The Company’s ability to continue its development of potential products, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management and technical personnel. Competition for such personnel is intense and the Company may not be able to attract and retain such personnel. The Company’s growth will depend on the efforts of its senior management, particularly its; Executive Co-Chairman and Interim Chief Executive Officer, Peter Copetti; Chief Scientist, Dr. Geoffrey Taylor; and other officers and members of Dr. Taylor’s team. The Company has entered into a consulting agreement with Dr. Taylor, who is on the faculty at UCONN and employment agreements with Mr. Copetti. If the Company loses the services of key personnel through loss of life, impairment or resignation, it may be unable to replace them, and its business could be negatively affected.

We will be highly dependent upon collaborative partners to develop and commercialize products using our POET Technology.

A key part of our strategy is to form collaborations with semiconductor, defense and electronics companies that will assist us in developing, testing, and commercializing the POET platform. We currently have a collaborative agreement for process development with BAE Systems, Nashua, New Hampshire (“BAE”), which provides for a potential joint development program of the Company’s POET technology and undivided 50% joint interest in process development intellectual property, only in circumstances where such intellectual property is jointly developed at BAE Systems facilities thereunder (subject to the Company’s and its subsidiaries’ obligations to UCONN), with royalties running from each to the other in connection with revenues generated from the intellectual property. To date, we have engaged with BAE in such a manner that BAE does not participate in the development of our core POET process technology, and we intend to maintain that separation of activities in the future. We have recently entered into a supplement to our agreement with BAE which provides for incremental development work to be performed by BAE in connection with the commercial development of the POET technology. BAE is not exclusive in this development program. If we are required to engage a new company to undertake development work due to BAE’s inability to do so, we may be delayed in one or all stages of our progress, which could prove costly both operationally and strategically.

We expect to negotiate specific ownership rights with respect to the intellectual property developed as a result of the collaboration with each partner. While ownership rights will likely vary from program to program, in general we will seek to retain ownership rights to developments directly relating to POET and our partner will retain rights specific to the application under development.

Despite our existing development agreement with BAE, we cannot make any assurances that:

· we will be able to enter into additional collaborative arrangements to develop products utilizing our POET technology;

· any existing or future collaborative arrangements will be sustainable or successful;

· the applications contemplated in collaborative arrangements will be further developed by partners in a timely fashion;

· any collaborative partner will not infringe upon our intellectual property position in violation of the terms of the collaboration contract; or

· milestones in collaborative agreements will be met and milestone payments, if any, will be received.

If we are unable to obtain development assistance and funds from other companies to fund a portion of our development costs and to commercialize our technology, we may be required to delay, curtail, or stop development of our projects.

We face risks from failures in the device manufacturing processes of our customers.

The fabrication of integrated circuits, particularly those made of gallium arsenide (“GaAs”), is a highly complex and precise process. Integrated circuits incorporating the POET platform are primarily manufactured on wafers made of GaAs. Compared to the manufacturing of silicon integrated circuits, GaAs technology is less mature and more difficult to design and manufacture within specifications in large volume. In addition, the more brittle nature of GaAs wafers can result in lower manufacturing yields than with silicon wafers. Further, during manufacturing, each wafer is processed to contain numerous integrated circuits or which may also result in lower manufacturing yields. As a result, our customers utilizing POET GaAs wafers may reject or be unable to sell a substantial percentage of wafers or the die on a given wafer because of, among other factors:

· minute impurities;

· difficulties in the fabrication process, such as failure of special equipment, operator error or power outages;

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· defects in the masks used to print circuits on a wafer;

· electrical and/or optical performance; or

· wafer breakage.

Our future customers may experience similar difficulty in maintaining acceptable manufacturing yields, which in turn may hinder adoption of our POET platform for cost or yield reasons.

Our POET platform incorporates technology licensed from third parties.

We incorporate technology (including software) licensed from a limited number of third parties in the deployment of our POET platform, including from UCONN. We could be subjected to claims of infringement regardless of our lack of involvement in the development of the licensed technology. Although a third-party licensor may, in some cases, indemnify us if the licensed technology infringes on another party’s intellectual property rights, such indemnification is typically limited in amount and may be worthless if the licensor becomes insolvent. Our agreement with UCONN does not provide for indemnification of us for intellectual property infringement. Furthermore, any failure of third-party technology to perform properly would adversely affect the development or exploitation of POET.

Our intellectual property indemnification practices may adversely impact our business.

We expect to be required to indemnify our customers for certain costs and damages of intellectual property rights in circumstances where one of our products is the factor creating the customer’s infringement exposure. This practice may subject us to significant indemnification claims by our customers. In some instances, our technology may be utilized to manufacture devices by our customers that comply with international standards. These international standards are often covered by patent rights held by third parties, which may include our competitors. The costs of obtaining licenses from holders of patent rights essential to such international standards could be high. The cost of not obtaining such licenses could also be high if a holder of such patent rights brings a claim for patent infringement. We are not aware of any claimed violations on our part. However, we cannot assure you that claims for indemnification will not be made or that if made, such claims would not have a material adverse effect on our business, results of operations or financial condition.

We may be subject to information technology failures that could damage our reputation, business operations and financial condition.

We rely on information technology for the effective operation of our business. Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, cyber attacks, sabotage, vandalism, or similar events or disruptions. Our security measures may not detect or prevent such security breaches. Any such compromise of our information security could result in the unauthorized publication of our confidential business or proprietary information, result in the unauthorized release of customer, supplier or employee data, result in a violation of privacy or other laws, expose us to a risk of litigation or damage our reputation.

Although safeguards exist, third parties with which we currently conduct business may have access to certain portions of our sensitive data. In the event that these third parties do not properly safeguard our data that they hold, security breaches could result and negatively impact our business. In addition, our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business, which could negatively affect our business and operating results, operations and financial results.

The high cost of building advanced semiconductor manufacturing facilities may limit the number of foundries as potential customers for our POET platform.

The cost of developing leading-edge manufacturing facilities and processes needed for building advanced chips is rising. Some of our potential foundry customers may delay or cancel plans for expanding current processes or developing new manufacturing processes, which, if done, may reduce our licensing opportunities. In addition, the bargaining power of the remaining foundries with advanced manufacturing facilities would be increased. This could make it harder for us to win profitable licensing deals with these foundries, further reducing both licensing and royalty revenue.

There are foreign exchange risks associated with our Company.

Because we have historically raised funds in both the Canadian and U.S. markets, a portion of our costs are denominated in Canadian dollars and our funding is subject to foreign exchange risks. A decrease in the value of the U.S. dollar relative to the Canadian dollar

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could affect our costs and potential future profitability. We do not currently hold forward exchange contracts or other hedging instruments to exchange foreign currencies for U.S. dollars to offset potential currency rate fluctuations.

Risks Related to Our Common Stock

Our stock price has been and may continue to be volatile.

The trading price for our common stock on the TSX Venture Exchange (“TSXV”) has been and is likely to continue to be highly volatile. Although we are registering our stock with the U.S. Securities Exchange Commission (“SEC”), no significant U.S. market may develop, and if such a market develops, prices on that market are also likely to be highly volatile. The market prices for securities of early stage technology companies have historically been highly volatile.

Factors that could adversely affect our stock price include:

· fluctuations in our operating results;

· announcements of partnerships or technological collaborations and announcements of the results or further actions in respect of any partnerships or collaborations, including termination of same;

· innovations by us or our competitors;

· governmental regulation;

· developments in patent or other proprietary rights;

· the results of technology and product development testing by us, our partners or our competitors;

· litigation;

· general stock market and economic conditions;

· number of shares available for trading (float); and

· inclusion in or dropping from stock indexes.

As of March 15, 2015, our 52-week high and low closing market price for our common stock on the TSXV was CA$2.87 (US$2.614 and CA$0.65 (US$0.57), respectively, based on the closing exchange rates on the respective dates.

The Company has historically obtained, and expects to continue to obtain, its requisite additional financing primarily by way of sales of its equity, which may result in significant dilution to existing shareholders.

The Company has not earned profits, so its ability to finance operations is chiefly dependent on equity financings. Since 2012 the Company has raised over CA$28.2 million (US$26 million) in equity financing through private placements or the exercise of stock options and warrants in support of the POET initiative, which has resulted in significant dilution to existing shareholders. Further equity financings will also result in dilution to existing shareholders, and such dilution could be significant.

Future sales of common stock or warrants, or the prospect of future sales, may depress our stock price.

Sales of a substantial number of shares of common stock or warrants, or the perception that sales could occur, could adversely affect the market price of our common stock. Additionally, as of March 15, 2015, there were outstanding options to purchase up to 20,656,500 shares of our common stock that are currently exercisable and additional outstanding options to purchase up to 2,940,000 shares of common stock that are exercisable over the next several years. As of March 15, 2015, there were outstanding warrants to purchase 21,432,163 shares of our stock. The holders of these options and warrants have an opportunity to profit from a rise in the market price of our common stock with a resulting dilution in the interests of the other shareholders. The existence of these options and warrants may adversely affect the terms on which we may be able to obtain additional financing. The weighted average exercise price of issued and outstanding options is $0.51 and the weighted average exercise price of warrants is $0.44, which compares to the $1.10 market price at closing on March 15, 2015.

Dilution through exercise of share options could adversely affect the Company’s shareholders.

Because the success of the Company is highly dependent upon its employees, the Company has granted to some or all of its key employees, directors and consultants options to purchase common shares as non-cash incentives. To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. As of March 15, 2015, there were 23,596,500 share purchase options outstanding with a weighted average exercise price of $0.511 and 21,432,163 share purchase warrants outstanding with a weighted average exercise price of $0.441. If all of these securities were exercised, an additional 45,028,663 common shares would become issued and outstanding. This represents an increase of 25.55% in the number of shares issued and outstanding and would result in significant dilution to current shareholders.

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The risks associated with penny stock classification could affect the marketability of the Company’s common shares and shareholders could find it difficult to sell their shares.

The Company’s common shares are subject to “penny stock” rules as defined in 1934 Securities and Exchange Act Rule 3a51-1. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

The rights of our shareholders may differ from the rights typically afforded to shareholders of a U.S. corporation.

We are incorporated under the Business Corporations Act (Ontario) (the “OBCA”). The rights of holders of our common shares are governed by the laws of the Province of Ontario, including the OBCA, by the applicable laws of Canada, and by our Articles of Continuance and all amendments thereto (collectively, the “Articles”), and our by-laws (the “By-laws”). These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. The principal differences include without limitation the following:

Under the OBCA, we have a lien on any common share registered in the name of a shareholder or the shareholder’s legal representative for any debt owed by the shareholder to us. Under U.S. state law, corporations generally are not entitled to any such statutory liens in respect of debts owed by shareholders.

With regard to certain matters, we must obtain approval of our shareholders by way of at least 66 2 / 3 % of the votes cast at a meeting of shareholders duly called for such purpose being cast in favor of the proposed matter. Such matters include without limitation: (a) the sale, lease or exchange of all or substantially all of our assets out of the ordinary course of our business; and (b) any amendments to our Articles including, but not limited to, amendments affecting our capital structure such as the creation of new classes of shares, changing any rights, privileges, restrictions or conditions in respect of our shares, or changing the number of issued or authorized shares, as well as amendments changing the minimum or maximum number of directors set forth in the Articles. Under U.S. state law, the sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation generally requires approval by a majority of the outstanding shares, although in some cases approval by a higher percentage of the outstanding shares may be required. In addition, under U.S. state law the vote of a majority of the shares is generally sufficient to amend a company’s certificate of incorporation, including amendments affecting capital structure or the number of directors..

Pursuant to our By-laws, two persons present in person or represented by proxy and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders. Under U.S. state law, a quorum generally requires the presence in person or by proxy of a specified percentage of the shares entitled to vote at a meeting, and such percentage is generally not less than one-third of the number of shares entitled to vote.

Under rules of the Ontario Securities Commission, a meeting of shareholders must be called for consideration and approval of certain transactions between a corporation and any “related party” (as defined in such rules). A “related party” is defined to include, among other parties, directors and senior officers of a corporation, holders of more than 10% of the voting securities of a corporation, persons owning a block of securities that is otherwise sufficient to affect materially the control of the corporation, and other persons that manage or direct, to a substantial degree, the affairs or operations of the corporation. At such shareholders’ meeting, votes cast by any related party who holds common shares and has an interest in the transaction may not be counted for the purposes of determining

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whether the minimum number of required votes have been cast in favor of the transaction. Under U.S. state law, a transaction between a corporation and one or more of its officers or directors can generally be approved either by the shareholders or a by majority of the directors who do not have an interest in the transaction.

There is no limitation imposed by our Articles or other charter documents on the right of a non-resident to hold or vote our common shares. However, the Investment Canada Act (the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”), generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act, unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be a net benefit to Canada. An investment in our common shares by a non-Canadian would be reviewable under the Investment Act if it were an investment to acquire direct control of the Company, and the value of our assets were CA$5.0 million or more. However, an investment in our shares by a national of a country (other than Canada) that is a member of the World Trade Organization or has a right of permanent residence in such a country (or by a corporation or other entity that is a “WTO Investor-controlled entity” pursuant to detailed rules set out in the Investment Act) would be reviewable at a higher threshold of CA$223 million in assets, except for certain economic sectors with respect to which the lower threshold would apply. A non-Canadian, whether a national of a WTO member or otherwise, would acquire control of the Company for purposes of the Investment Act if he or she acquired a majority of our common shares. The acquisition of less than a majority, but at least one-third of our common shares, would also be presumed to be an acquisition of control of the Company, unless it could be established that the Company was not controlled in fact by the acquirer through the ownership of voting shares. The United States is a WTO Member for purposes of the Investment Act. Certain transactions involving our common shares would be exempt from the Investment Act, including:

· an acquisition of our common shares if the acquisition were made in connection with the person’s business as a trader or dealer in securities;

· an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and

· an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control of the Company, through the ownership of voting interests, remains unchanged. Under U.S. law, except in limited circumstances, restrictions generally are not imposed on the ability of non- residents to hold a controlling interest in a U.S. corporation.

We have adopted a Shareholders Rights Plan, which may discourage takeover offers, and limit the price investors may be willing to pay for our stock.

In 2014 our Board of Directors adopted and our shareholders ratified a Shareholder Rights Plan, the effect of which would cause substantial dilution to acquirors of more than 20% of our outstanding Common Shares, which could have the effect of delaying, deferring or preventing a change in control of our Company even if a change in control would be beneficial to our shareholders. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our Common Stock.

As a “foreign private issuer”, the Company is exempt from certain sections of the Exchange Act which results in shareholders having less complete and timely data than if the Company were a domestic U.S. issuer.

As a “foreign private issuer,” as defined under the U.S. securities laws, we are exempt from certain sections of the Exchange Act. In particular, we are exempt from Section 14 proxy rules which are applicable to domestic U.S. issuers. The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K has typically been more limited than the submissions required of U.S. issuers and results in shareholders having less complete and timely data, including, among others, with respect to disclosure of: (i) personal and corporate relationships and age of directors and officers; (ii) material legal proceedings involving the Company, affiliates of the Company, and directors, officers promoters and control persons; (iii) the identity of principal shareholders and certain significant employees; (iv) related party transactions; (v) audit fees and change of auditors; (vi) voting policies and procedures; (vii) executive compensation; and (viii) composition of the compensation committee. In addition, due to the Company’s status as a foreign private issuer, the officers, directors and principal shareholders of the Company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Exchange Act. Therefore, these officers, directors and principal shareholders are exempt from short-swing profits which apply to insiders of U.S. issuers. The foregoing exemption results in shareholders having less data in this regard than is available with respect to U.S. issuers.

If the Company is characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.

As more fully described below in ITEM 10.E. “Taxation” — United States Federal Income Tax Considerations — Passive Foreign Investment Company Status”, if for any taxable year our passive income, or the value of our assets that produce (or are held for the

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production of) passive income, exceed specified levels, we may be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to our U.S. shareholders, including gain on the disposition of our common shares being treated as ordinary income and any resulting U.S. federal income tax being increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain “excess distributions” in respect of our common shares.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The legal and commercial name of the Company is POET Technologies Inc. The Company was originally incorporated under the British Columbia Company Act on February 9, 1972 as Tandem Resources Ltd. On November 14, 1985, Tandem Resources Ltd. amalgamated with Stanmar Resources Ltd. and Keezic Resources Ltd., to continue as one company under the name Tandem Resources Ltd. under the British Columbia Company Act. By Articles of Continuance dated January 3, 1997, Tandem Resources Ltd. was continued under the OBCA. By Articles of Amendment dated September 26, 2006, Tandem Resources Ltd. changed its name to OPEL International Inc. By Certificate of Continuance dated January 30, 2007, OPEL International Inc. was continued under the New Brunswick Business Corporations Act. By Articles of Continuance dated November 30, 2010, OPEL International Inc. was continued under the OBCA and changed its name to OPEL Solar International Inc. By Articles of Amendment dated August 25, 2011, OPEL Solar International Inc. changed its name to OPEL Technologies Inc. By Articles of Amendment dated July 23, 2013, OPEL Technologies Inc. changed its name to POET Technologies Inc.

The Company has two U.S. subsidiaries, OPEL Solar Inc. (“OPEL Solar”) and ODIS Inc. (“ODIS”). ODIS is wholly-owned subsidiary of OPEL Solar, which in turn is wholly owned by the Company.

Through our subsidiary ODIS, we develop the technology to produce a monolithic, integrated opto electronic microchip having several potential major market applications: infrared sensor arrays for Homeland Security monitoring and imaging along with the unique combination of optical lasers, and electronic control circuits on the same microchip for potential applications in various military programs and potentially telecom for Fiber-to-the-home. ODIS’ technology also provides the opportunity for higher speed computing capabilities.

Capital Expenditures

Our capital expenditures for the last two years, which principally consist of purchases of research and development equipment and instrumentation and patents are as follows:

Period	Capital Expenditure		Purpose
Fiscal 2014	$	527,068	Instruments, equipment and patents
Fiscal 2013	$	1,000,783	Instruments, equipment and patents

The Company’s registered office is located at Suite 501, 121 Richmond Street West, Toronto, Ontario, Canada M5H 2K1 and its phone number is (416) 368-9411. The Company’s operations office is located on the campus of the University of Connecticut, PO Box 555, Storrs-Mansfield, CT 06268 and its phone number is (203) 612-2366.

B. Business Overview

Corporate Overview

The Company is a fabless semiconductor company developing a novel semiconductor technology called POET (Planar Opto Electronic Technology) which is anticipated to allow the integrated fabrication of digital, analog and optical components on a single integrated circuit (“IC” or “die”), a capability that is not offered by the processes and materials commonly used in the industry today.

The POET platform allows the simultaneous fabrication of electronic and optical devices on a single integrated circuit, an achievement that has not been accomplished using the silicon-based technologies currently dominating the market. Key benefits of the ability to integrate electronic and optical devices are anticipated to include: (i) faster semiconductor device speeds; (ii) increased device output power; (iii) decreased need for device cooling; (iv) greater reliability; and (v) total system cost reductions. With POET’s materials system incorporating periodic table element groups III, IV and V (“Group III-V”), we expect that active optical elements and high-performance electronic elements can be packed in a single integrated circuit built around a GaAs wafer at a density similar to that of silicon, the market’s traditional integrated circuit material.

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POET is being developed to be differentiated from competing semiconductor processes such as silicon, GaAs, or indium phosphide, however, by its more comprehensive set of functional capabilities and its ability to integrate them. Unlike existing processes which require the use of multiple chips, circuit boards or sub-systems being linked together by either physical snap connections or multiple cable connections that (i) produce the potential for multiple points of failure, (ii) require more space, increasing the physical end product size and (iii) require greater amounts of power with the attendant production of excess heat, thus demanding additional space for cooling and ventilation, we anticipate that POET will be able to integrate lasers, modulators, photoreceivers and passive optics as well as high-speed, low-power electronics on one monolithically-fabricated die. This would allow POET ICs, when fully developed, to demonstrate a lower cost structure, increased power savings and increased reliability.

The fabrication of integrated circuits made of GaAs, however, is a more highly complex and precise process. Compared to the manufacturing of silicon integrated circuits, GaAs technology is less mature and more difficult to design and manufacture within specifications in large volume. In addition, the more brittle nature of GaAs wafers can result in lower manufacturing yields than with silicon wafers. During manufacturing, each wafer is processed to contain numerous integrated circuits or which may also result in lower manufacturing yields.

Adopters of our POET technology in the market will face difficulties in adapting to the larger semiconductor wafer sizes required for volume production of devices. Although GaAs has many advantages over silicon and the integration resulting from our POET technology is expected to provide advantages over the current, silicon-based, multi-circuit semiconductor model, device manufacturers may need to reconfigure how they embed semiconductors using our POET technology in their products. This could delay or deter semiconductor manufacturers in adopting the POET technology.

The Company has patents issued and patents pending for its semiconductor POET platform, which is currently being developed through ODIS. The Company has licensed the intellectual property portfolio, developed by our Chief Scientist and Director, Dr. Geoff Taylor, at UCONN. We believe that our patent and trade secret protection on POET, together with ODIS’s specific design knowledge using POET elements, will provided us with a large, defensible barrier to outside competition.

We expect to incur additional losses and require additional financial resources to complete development. The continuation of the Company’s research and development activities and the commercialization of its products are dependent upon the Company’s ability to successfully complete its research programs, protect its intellectual property and finance its cash requirements on an ongoing basis. It is not possible to predict the outcome of future research and development activities or the financing thereof.

Research and Development Activities

The Company is currently conducting research and development for its POET platform, which allows for the construction of semiconductors with the potential to service a wide array of devices. The Company has been awarded more than a dozen U.S. Department of Defense and National Aeronautical and Space Administration’s (“NASA”) Small Business Innovation Research (“SBIR”) grants since 2000, which have supported the initial development of the POET process, infrared sensing technology, sensor/laser development and the combination of electronic circuits and lasers on the same microchip. The Company in 2014, eliminated its use of SBIR grants in order to focus on developing and monetizing the technology.

We have produced working device prototypes in our development laboratories at the UCONN Campus to prove the functionality of the POET process. We are now transitioning the device technology into development of a completely integrated platform, utilizing funds provided from the Company’s general funds and facilities provided by our development partner, BAE Systems. Throughout the transition process, the Company will continue to use its UCONN research and development facility, BAE’s facility or other such laboratory facilities, in our effort to produce scalable commercial integrated circuit prototypes. The Company is working to produce a functional integrated circuit, although no assurances can be given that such project will be completed on a timely basis, if at all. These prototypes are targeted to demonstrate the Company’s position as a sole source provider meeting specific product application needs and are anticipated to be used to help initiate our marketing efforts.

The Company conducts most of its own research and development activities through its facilities on the campus of UCONN in Storrs-Mansfield, Connecticut. The Storrs-Mansfield facility is dedicated to semiconductor development. In addition, the Company will contract specific projects with third-party research and development organizations, such as BAE.

Markets and Products

The overall semiconductor market has been projected to grow to $372 billion by the end of 2015 and remains a rapidly growing segment of our economy, according to Global Industry Analysts. Current research and development spending by the top 10 semiconductor companies has grown to a record-high $28.0 billion, or an equivalent of 16.7% of total semiconductor sales, its highest level in 4-5 years (IC Insights 2013). Electronics, with sales topping $1,200 billion, generally require semiconductors to achieve

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success and competitive performance. Progress in the electronics industry over the past four decades has both driven and been driven by the industry’s ability to create and serve markets with faster, cheaper and smaller monolithic ICs. Each product advance in turn becomes the driver for the next wave of integrated circuit technology. Many new generations of integrated circuit technology have increased integrated circuit capabilities and thus those of the products in which they serve. Advances in personal computers, communications and many consumer devices have been powered by this continual development in semiconductor technology. Through 2017, the convergence of internet-capable and mobile technologies will drive the strength of the semiconductor device market.

Today however, the traditional semiconductor paradigms may be falling short. Silicon ICs are not well suited to serve in the arenas of optoelectronics and very high-speed mixed-signal circuits, and currently no adequate monolithic (single-chip) technology exists. Today’s implementations in these markets are not fully benefiting from the cost savings of integrated technologies, but rather are based in part on hybrid or multi-component approaches. In the hybrid approach, multiple individual semiconductor components incorporating multiple technologies are interconnected to form circuits satisfying the needs of a particular application. This approach is used successfully to bring solutions to limited-size markets, particularly those in which performance is at a premium, despite a higher price. As the need for high-speed services spreads and higher-volume markets continue to emerge, however, this hybrid approach to implementation adds expense. Hybrid technology may be able to serve the limited-size markets that are able to tolerate higher price tags, but such technology cannot serve truly large, competitive markets.

Today’s semiconductor industry is typically seen as dominated by silicon products, with the silicon integrated circuit industry then being divided into (i) the personal computer and memory segment and (ii) the fabless integrated circuit segment. The fabless segment is then split into a triad of separate industries providing (i) design tools, (ii) integrated circuit designs and (iii) integrated circuit fabrication, all operating independently but synergistically. While this is a good description of the silicon portion of the semiconductor industry, it is not a model of the whole semiconductor industry. Left unaddressed are markets for analog, mixed-signal, radio frequency and optical products that are currently served by a combination of non-silicon technologies, including silicon-germanium, GaAs, indium phosphide and gallium nitride, which collectively cover a variety of applications, some of which are described below. Compared to existing technologies, POET is expected to be more versatile, meaning that POET can potentially be utilized to manufacture many more device types that could require the implementation of on-board optics or radio frequency electronics.

POET technology currently under development has not yet been utilized in production environments, and there are no assurances that our development and marketing efforts will ever result in POET being utilized by any manufacturer or otherwise commercialized.

The Company’s POET platform is being developed to apply in a large portion of this budding semiconductor market as it represents a potential solution to increasing semiconductor performance in an economical and functional manner. Once developed, the Company’s GaAs-based chip design processes could have several potential major market applications, including: (i) infrared sensor arrays for military as well as Homeland Security monitoring and imaging and (ii) microchips combining optical lasers and electronic control circuits for potential use in various military programs and telecom applications, including within fiber to the home technology. In the short term, POET’s current development efforts may allow future licensees to address opportunities in the following markets:

· Pad, Tablet and Cloud OS-type PC devices — Demand continues to surge for tablet-class devices, and the market for tablet PCs built on cloud-based services is expanding. Examples of devices key to this market are DRAM and logic circuits. These markets are projected in 2015 at $43.6 billion and $97.6 billion, respectively. Within such devices, POET’s platform is anticipated to allow analog and digital devices to be integrated in the same die. This is expected to reduce the number of parts on the bill of material (BOM), thereby reducing manufacturing costs, increasing functionality and reducing power usage.

· Smartphones — 3G/4G smartphones are set to impact on the future of analog, DSP, logic, and NAND flash memory integrated circuit markets. The m obile phone IC market alone is projected to be $85.4 billion for 2015. The Company anticipates that the POET platform’s performance and power saving boosts resulting from the incorporation of POET’s functional capabilities in GaAs ICs will be attractive to manufacturers of intelligent portable devices because of the potential speed, power utilization and space advantages offered by integrating analog, mixed signal and digital functions. The same advantages of reducing the BOM part count, reducing manufacturing costs and reducing power consumption prolonging battery life apply in this market as well.

· Digital and Smart TVs — Streaming capability via the Internet will be the must-have technology over the next few years; this points to increased revenues for LED drivers, power management ICs, and MCUs/MPUs. MPUs/CPUs which are forecast at $73.5 billion for 2015. Advances in Smart TV technology will require increased bandwidth to the panel technology. POET may enable integration of analog and faster digital device performance and lower total power usage.

· Smart Grids and Advanced Metering Infrastructure (AMI) — Residential appliances and related electrical systems are now being designed for interaction with power utilities via the Internet and local networks. Smart grid technology investment is forecast to grow 9.5% annually through 2017. Smart Grids and AMI devices are small and cost sensitive. POET may

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enable manufacturers to reduce the number of parts in such devices, thereby requiring less assembly time and better final product yields.

· “Internet of Things” — The identification, monitoring, and control of objects with an addressable Internet protocol has been gaining momentum for over a decade with no abatement in sight. The sensor and actuator semiconductor market, one of the areas impacted by this sector, is projected to be an $11.4 billion market in 2015. POET’s low power attribute and potential ability to integrate the analog front end with a processor core and an energy harvester in a one-chip solution may be important in the emerging Internet of Things market.

* Data in the first four bullet points was sourced from IC Insights’ IC Market Drivers 2014 Report . Data in the last bullet (sensors/actuators) was sourced from the 2014 edition of IC Insights’ Opto-Sensor-Discrete (O-S-D) Report.

PTI’s POET technology is applicable in a large portion of this semiconductor market as it represents an integrated comprehensive solution to increasing semiconductor performance in an economical and functional manner. The ability to be adapted to existing fabs with a minimum of re-tooling requirements, compared to alternatives, is an important differentiator. Business indicators suggest that POET may provide significant value to ever growing markets, where it addresses a need for lower power consumption, speed, solution size, and cost efficiency.

We are striving to develop the POET platform to provide the following advantages to the industry:

· Application Performance up to 10x faster than existing technologies

· Up to 90% power savings improvement over existing technologies (depending on application)

· Flexible and integrated application solutions that can be applied to a broad range of technical applications, including memory, digital/mobile, sensor/laser and electro-optical, among many others

· POET process can be deployed into existing silicon fabs — Since POET is a CMOS friendly technology fabricated using standard lithography techniques; it could be easily integrated into current semiconductor production facilities, extending the utilization of fabrication equipment and production lines.

No assurances can be given that we will be able to achieve these goals in the near future, if ever. PTI’s strategy is to continue research towards the expansion of the IP portfolio and the aggressive development of devices for the POET platform.

The disruptive potential of the POET technology was first recognized within the military community, and this recognition has remained strong. Despite this connection, historical military development work does not constrain the commercial application of the POET Technology.

Military

POET’s technology platform for optoelectronic integration is designed to exploit the optoelectronic and electronic behaviors of GaAs semiconductor material. One of the benefits of this material, from a space electronics perspective, is that GaAs is significantly less susceptible to x-ray and gamma-ray total integrated dose radiation. GaAs has been a long-standing choice for high-frequency devices and circuits, though GaAs digital devices do not provide the performance that metal oxide semiconductor field effect transistor devices provide. Currently, the POET platform is being evaluated in connection with a NASA deep space probe initiative.

Important to military applications are the electronic devices that can be integrated into the POET design architecture, including both complementary heterostructure field effect transistors and complementary HBTs. These transistors will enable both analog and digital functions in POET hybrid optoelectronic devices. The technology also provides a number of key, integrable opto-electronic devices: resonant vertical cavity lasers, detectors, amplifiers and modulators for out-of-plane operation. In addition, POET innovation enables in-plane waveguide and traveling wave operation for lasers, detectors, modulators, amplifiers and directional coupler switches. Important to the military is POET’s potential to integrate digital, radio frequency and optical technologies in a single device, which is designed to satisfy the documented high-performance capability needs for multiple space systems of all military departments and agency technology areas.

POET’s architecture, which incorporates a dense mix of active optical elements and optical waveguides together with logic and mixed signal elements, is designed to enable a wide variety of space-system components. These components, when developed, could be combined to enable a number of applications including high speed transceivers for laser communications, radio frequency transceivers, radiofrequency and optical phased arrays, opto-electronic interconnects, analog-to-digital and digital-to-analog converters, uncooled visible, mid-wavelength infrared and long-wave infrared imagers, optical memory, opto-electronic and radio frequency apertures, ultra-wide-band sources and receivers, low-light-level sensors, single photon counters and optical correlators.

POET could have the ability to offer a low-cost monolithic solution to multi-spectral imaging. The compact array could provide: (i) detection, readout and analog-to-digital conversion on a single chip; (ii) a common axis for ultraviolet, visible and infrared imaging; (iii) wavelength scanning; and (iv) 300K operation with no cooling required. The Space Foundation has indicated that this technology

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satisfies Space Situational Awareness (“SSA”) sensor requirements by providing required capability with significantly reduced size, weight and power. In addition, the Air Force Communications Command and Control Division (“C3”) Tech Area Plan identifies mid- and long-term space communication and C3 technology challenges that require the photonic applications that POET is being developed to provide.

After testing, the Air Force Commercialization Pilot Program (“CPP”) selected POET’s ultraviolet/infrared/visible imaging technology project as their candidate for a U.S. Air Force Research Laboratory (“AFRL”) grant to fund the POET transition program and Phase III effort. Utilizing AFRL funding and Company resources, the Company and BAE have entered into a transition program to jointly produce the POET platform and take it to production. Furthermore, BAE and other military prime contractors have expressed interest in using the POET platform in systems/subsystems for their Department of Defense customers. Additionally, a qualifier for receiving CPP funding is the acknowledgement of the firm’s willingness to commercialize a portion of the funded technology, thus providing commercial customers access to packaged parts, enabling the technology to be adopted for commercial and military systems.

Marketing Plan

Military Segment

Our initial fundamental business strategy is to continue our directed focus on the military market through licensing arrangements with BAE and others and by pursuing projects which meet the POET platform product design goals of the transition process, which may lead to the subsequent volume production and license revenue generation. Our intent is also to foster prime contractor involvement that will lead to either a licensing or other form of partnership relationship based on long term demand for the POET platform, and to develop that demand into a potential partner’s strategic plans for meeting government requirements. Training, supporting and energizing prime contractor sales teams will be a key ingredient to POET’s success in generating military and agency revenue.

Commercial Segment

Our commercial sales and marketing activity will be based on direct contact with target corporations by senior management or industry consultants hired by the Company. Such contact will focus on developing successful relationships within the product areas. We know from our past experience in the solar industry that relationship leveraging is required to first gain entrance and then acceptance of a new company with new technology. Marketing and product development activity is expected to continue throughout the POET development and transition process in order to anticipate and adapt commercially directed devices, as well as commercial applications discovered going forward, during the development phase, thus offering well-designed, well-supported, market-focused products capitalizing on the potential advantages of POET.

The release of test or prototype devices to both market segments for testing and acceptance of the POET process is important to the Company’s marketing plan. The availability of prototypes will be necessary to solicit early design wins with the potential to lead to volume production at such time as the Company can commence the POET transition. Currently, a prototype infrared sensor is in development for the AFRL which the Company believes, when completed, can be adapted for commercial prototype use.

The Company believes that the most expedient way to scale its sales efforts in both the military and commercial market segments will be to work with and through the marketing, sales and engineering teams of those firms who are respected, proven product and solution providers, already holding a significant market share within their industry.

Competition

The Company’s competitive environment encompasses current state of the art semiconductor device fabrication technologies, principally CMOS on silicon wafers, which has been the primary technology for developing and manufacturing integrated circuits utilized in computers, electronics equipment, automobiles and many other applications and markets. The Company believes that novel technological developments proprietary to it implemented on GaAs substrates provide advantages with respect to power utilization, speed and device size compared to silicon CMOS technology, which is approaching physical barriers to increasing speed and energy efficiency. The Company believes that it has the opportunity to promote POET’s adoption by the semiconductor industry, as POET has the potential to meet demand for increasing clock speed of integrated circuits, demand for decreasing power consumption and heat generation and demand for ever-decreasing device size and increasing integration of functionality on a single chip. Any success for POET adoption will require substantial education and marketing efforts by the Company, as the familiarity with silicon CMOS manufacturing processes and the embedded infrastructure for silicon CMOS chip-making will serve as a barrier to POET adoption. In addition, the incremental cost of utilizing GaAs substrates, the variations in processing steps and the limitations on wafer size and of wafer fragility will serve as hurdles to POET adoption. Adopters of our POET technology in the market will face difficulties in adapting to the larger semiconductor wafer sizes required for volume production of devices. Although GaAs has many advantages over silicon and the integration resulting from our POET technology is expected to provide advantages over current, silicon-based,

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CMOS technology, device manufacturers may need to reconfigure aspects of how they embed semiconductors using our technology in their products. This could delay or deter semiconductor manufacturers in adopting POET.

In POET’s favor, the similarity of design and fabrication processes using POET versus CMOS reduces the disadvantage of migrating to the new technology, and the Company believes that the performance, power and space advantage of POET-engineered chips has the potential to aid in POET’s adoption into a meaningful portion of the general purpose integrated circuit market. In addition to silicon CMOS, semiconductor manufacturers are exploring and utilizing other developing technologies and materials in order to address the power, speed and space issues that drive industry innovation, including alternative materials such as silicon geranium, indium phosphide and others. The Company believes that while such materials and technologies have capabilities for improving on the current silicon CMOS process, POET has the potential advantages of being, in some cases, (i) easier to implement in a manufacturing environment, (ii) more energy efficient, and (iii) more flexible in its potential applications. Consequently, we believe that if we are able to develop and commercialize POET, our technology should be able to compete effectively with other current technologies. As the semiconductor market is large and subject to rapid technological development, other technologies or improvements to existing technologies may emerge that could surpass the Company’s expectations for POET, in which case the Company would suffer competitive harm.

Some of our potential competitors have longer operating histories, significantly greater resources and name recognition and a larger base of customers. As a result, these competitors may have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and licensing of their technologies than we would be able to. In addition, some of our potential competitors have likely already established licensing or joint development relationships with the decision makers at our potential customers. In addition, many of what we perceive as potential customers have the capabilities to develop technology competitive to ours internally. These competitors may be able to leverage their existing relationships to discourage their customers from licensing or otherwise utilizing our technology. These competitors may elect not to support our technology which could complicate our sales efforts. These and other competitive pressures may prevent us from competing successfully against current or future competitors, and may materially harm our business.

C. Organizational Structure

The Company currently has two subsidiaries with the following corporate structure:

(1) There are 28,374,000 Class A Common Shares of OPEL Solar, Inc. issued and outstanding, all of which are held by the Company. There are no other outstanding securities of OPEL Solar, Inc. other than the Class A Common Shares.

(2) There are 5 Common Shares of ODIS Inc. issued and outstanding, held by OPEL Solar, Inc.

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D. Property, Plants and Equipment

The Company’s head Canadian office is located in a 1,400-sq. ft. leased office space in Toronto, Ontario, Canada. The Company has its operational office in a 5,996-sq. ft. leased office space in Storrs-Mansfield, Connecticut, on the campus of UCONN. We also have access to office space on a month to month basis in San Jose, California.

The Company believes that its existing facilities are adequate to meet its needs for the foreseeable future.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2014, 2013 and 2012 and the accompanying notes thereto included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated by forward-looking information due to factors discussed under “ITEM 3.D. Risk Factors” and “ITEM 4.B. Business Overview.”

A. Operating Results

Restated Financial Information

The new accounting policy was adopted in 2014 and has been applied retrospectively. Management believes that the change in accounting policy will provide more relevant and reliable information. The Company is developing an intangible process which is increasing the net worth of the Company. This retrospective change in accounting policy provides more transparent information relating to these assets as they are expected to provide future economic benefits and can be measured reliably.

Factors Affecting Our Results of Operations

The Company is a research and development company that does not have any revenue sources. We are developing a technological process that demands significant investments of cash and other resources. The Company has not earned a profit since its inception. Due to current stage of the process development, the Company’s most significant expenses are human resources related, either directly as wages and benefits or through the valuation of stock options granted to employees as part of their compensation.

Taxation

See ITEM 10.E. “Taxation.”

Critical Accounting Policies and Estimates

The Company prepares its audited consolidated financial statements in accordance with IFRS as issued by the IASB. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting assumptions and estimates. These assumptions are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events. It also requires management to exercise judgment in applying the Company’s accounting policies. The Company believes that the estimates and assumptions upon which it relies are reasonable based upon information available at the time that these estimates and assumptions are made. Actual results could differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below.

Basis of presentation

These consolidated financial statements include the accounts of POET Technologies Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

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Foreign currency translation

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s presentation currency.

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the statement of operations and deficit.

Assets and liabilities of entities with functional currencies other than U.S. dollars are translated into the presentation currency at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss.

Financial Instruments

Financial instruments are required to be classified as one of the following: held-to-maturity; loans and receivables, fair value through profit or loss; available-for-sale or other financial liabilities.

The Company’s financial instruments include cash, accounts receivable, accounts payable and accrued liabilities. The Company designated its cash as fair value through profit or loss, its accounts receivable as loans and receivables, and its accounts payable and accrued liabilities as other financial liabilities.

Fair value through profit or loss financial assets are measured at fair value with gains and losses recognized in operations. Financial assets, loans and receivables and other financial liabilities are measured at amortized cost. Available-for-sale financial assets are measured at fair value with unrealized gains and losses recognized in other comprehensive loss.

Fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of a financial instrument on initial recognition is the transaction price, which is the fair value of the consideration given or received. Subsequent to initial recognition, the fair value of a financial instrument that is quoted in active markets is based on the bid price for a financial asset held and the offer price for a financial liability. When an independent price is not available, fair value is determined by using a valuation methodology which refers to observable market data. Such a valuation technique includes comparisons with a similar financial instrument where an observable market price exists, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. If no reliable estimate can be made, the Company measures the financial instrument at cost less impairment as a last resort.

Marketable securities

Marketable securities are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are recognized in other comprehensive income.

Property and equipment

Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following method and useful lives:

Machinery and equipment		Straight Line, 5 years
Office equipment		Straight Line, 5 years

Patents and licenses

Patents and licenses are recorded at cost and amortized on a straight line basis over their estimated useful lives. Ongoing maintenance costs are expensed as incurred. The expiry of the patents and licenses range from 6 - 12 years.

Product warranty

Product warranty is measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Product warranties are reviewed at each reporting date and adjusted to reflect the current best estimate. The Company discontinued its Solar operations in

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2012 and disposed of its remaining solar assets and liabilities on April 5, 2013, as a result, the Company no longer has a reserve for product warranty (2012 - $25,899). The Company is liable for warranty claims on sales previously recognized on a discontinued operation. Management believes the Company’s exposure on these warranty claims is not material as of December 31, 2013. Any warranty claims settled by the Company will be classified as adjustments to discontinued operations.

Impairment of long-lived assets

The Company’s tangible and intangible assets are reviewed for indications of impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. An assessment is made at each reporting date whether there is any indication that an asset may be impaired.

An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the year. The recoverable amount is the greater of the asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. The Company did not record an impairment loss in 2014 or 2013 (2012: $414,570).

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are provided on differences between the financial reporting and income tax bases of assets and liabilities and on income tax losses available to be carried forward to future years for tax purposes. Deferred income taxes are measured using the substantively enacted tax rates and laws which are expected to be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred income tax assets to the amount expected to be realized.

Other income - Government Grants

Government grants received exclusively from the Department of Defense of the United States of America and NASA, relating to research and development, are recognized as other income, net, based on the agreed upon milestones of the projects. Other income earned on government grants in 2014 was $169,832 (2013 - $342,874, 2012 - $238,806).

Interest income

Interest income on cash and short-term investments classified as fair value through profit or loss is recognized as earned using the effective interest method.

Research and development costs

Stock-based compensation

Stock options and warrants awarded to non employees are accounted for using the fair value of the instrument awarded or service provided whichever is considered more reliable. Stock options and warrants awarded to employees are accounted for using the fair value method. The fair value of such stock options and warrants granted is recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant.

Loss per share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year after giving effect to potentially dilutive financial instruments. The dilutive effect of stock options and warrants is determined using the treasury stock method.

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Selected Annual Data

The selected financial data of the Company for the years ended December 31, 2014, 2013 and 2012 was derived from the audited annual consolidated financial statements of the Company, which have been audited by Marcum LLP, independent registered public accounting firm, as described in their report which is included in this Annual Report.

The information contained in the selected financial data for the 2014, 2013 and 2012 years is qualified in its entirety by reference to the Company’s consolidated financial statements and related notes included under the heading ITEM 17. “Financial Statements” and should be read in conjunction with such financial statements and with the information appearing under the heading ITEM 5. “Operating and Financial Review and Prospects.” Except where otherwise indicated, all amounts are presented in accordance with IFRS as issued by IASB.

The following table relates to the operating results of the continuing semiconductor operations of the Company. The subsequent table relates to the operating results of the discontinued solar sector.

Consolidated Statements of Operations

Under International Financial Reporting Standards

(US$)

	Years Ended December 31,
	2014			Restated 2013			Restated 2012

Costs and Expenses
General and Administration	$	9,677,705		$	6,284,288		$	3,023,471
Research and Development	2,277,927			1,925,974			1,093,998
Investment Income, including interest	—			(18,371		)	—
Total Expenses	11,955,632			8,191,891			4,117,469

Loss, before the following
Other income	169,832			342,874			238,806
Net Loss for the Period
Loss from continuing operations	(11,785,800		)	(7,849,017		)	(3,878,663		)
Loss from discontinued operations, net of taxes	—			—			(4,685,449		)
Net Loss	(11,785,800		)	(7,849,017		)	(8,564,112		)
Deficit, beginning of period	(66,994,702		)	(59,145,685		)	(50,442,457		)
Divestiture of non-controlling interest	—			—			(139,116		)
Deficit, end of period	$	(78,780,502	)	$	(66,994,702	)	$	(59,145,685	)
Basic and Diluted Loss Per Share:	$	(0.08	)	$	(0.06	)	$	(0.08	)
Continuing Operations	$	(0.08	)	$	(0.06	)	$	(0.04	)
Discontinued Operations	—			—			$	(0.04	)

The selected annual information for 2014, 2013 and 2012 can be further analyzed as follows:

			Restated		Restated
	2014		2013		2012

Research and development
Wages and benefits	$	899,758	$	692,105	$	572,399
Subcontract fees	582,943		558,073		326,458
Stock-based compensation	641,176		565,246		64,744
Supplies	154,050		110,550		130,397
	2,277,927		1,925,974		1,093,998

General and administrative
Stock-based compensation	3,974,821		3,455,907		1,639,282
Wages and benefits	1,700,600		831,950		420,572
Professional fees	907,794		632,159		167,682
Management and consulting fees	595,667		581,203		287,192
General expenses	662,338		558,560		222,466
Rent	159,298		150,974		275,558
Depreciation and amortization	237,239		73,535		10,719
Shares issued as reduction of license fee	1,439,898		—		—
	$	9,677,705	$	6,284,288	$	3,023,471

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Year Ended December 31, 2014 compared to Year Ended December 31, 2013

Costs and Expenses

The loss for the year ended December 31, 2014 increased by $3,936,783 from $7,849,017 for the year ended December 31, 2013 to $11,785,800 for the year ended December 31, 2014. The increased loss was a result of a few significant factors, the most significant of which was the one-time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

Non-cash stock-based compensation increased by $594,844 from $4,021,153 for the year ended December 31, 2013 to $4,615,997 for the year ended December 31, 2014. Stock based compensation is calculated on the date of the stock option grant and is amortized and expensed in the year that the stock options vest. Criteria such as stock price at the grant date, and number of stock options granted will affect the value of the granted stock and in turn the stock option compensation as this amount is amortized at the stock option vest date. It is important to note that this non-cash expense is considered an integral part of the Company employing and maintaining highly qualified and competent personnel to reach its goals. For the purposes of clarity and simplicity, the Company reclassified any stock based compensation included in research and development costs to stock-based compensation.

The Company granted 6,155,000 stock options during the year in 2014 while 7,310,000 were granted in 2013.

The increase of $868,650 in wages and benefits is due to the addition of the COO, Stephane Gagnon ($172,000 in 2014 and $26,000 in 2013), severance package to the former CEO ($185,000 in 2014, and nil in 2013), bonuses ($475,000 in $2014 and $60,000 in 2013), and increase in director fees of $110,000 ($233,000 in 2014 and $123,000 in 2013). Having the “right people in the right places” is a key success driver of the Company. The Company is therefore committed to appropriate investments in human capital to ensure that the right people are in place to help the Company reach its strategic goals.

General expenses increased by $103,778 from $558,560 in 2013 to $662,668 in 2014. The increase was attributed to increased travel expenses, filing and regulatory fees and shareholder communications.

During the year, professional fees increased by almost 44% or $275,635 from $632,159 in 2013 to $907,794 in 2014. On January 24, 2014, the Company submitted a registration statement on Form 20-F in connection with the registration of its common stock under the U.S. Securities Exchange Act of 1934. In preparation for this filing, the Company incurred substantial legal and accounting fees. The filing of the Form 20-F is the first step in the Company’s plan to list the Company’s securities on a U.S. exchange. If successful, it is anticipated that this would result in more liquidity for the Company’s shares, access to other capital markets and greater visibility to prospective partners during the process of monetization. There can be no assurances that the Company’s shares will be registered on a U.S. exchange. Additionally, the Company paid fees relating to the update of the Pellegrino valuation report previously commissioned by it. Legal fees for the Company continue to be a significant expense due to the regular contract reviews, patent reviews and legal costs associated with being a publicly traded Company. The Company also incurred $110,000 of recruitment fees related to the Company’s executive recruitment program.

Depreciation and amortization increased by $163,704. Depreciation and amortization was $73,535 in 2013 as compared to $237,239 in 2014. The Company added new equipment and patent registration throughout 2013 and 2014 totaling $1,528,000. The new equipment provides the Company with the opportunity to advance the POET process within the confines of its own lab and advance its timelines toward monetization. The current year is the first full year of depreciation for these new assets added in 2013 and partial depreciation for assets added in 2014.

Research and development increased by $276,023 from $1,360,728 in 2013 to $1,636,751 in 2014. The increase was primarily due to the increased wages and benefits of $207,653 resulting from the appointment of the new VP Product Development, currently the Company CTO, and annual wage increases. The CTO brings to the Company two distinct experiences: strategic product roadmap definition - addressing server and storage vertical markets; and broad integrated circuit development encompassing analog mixed signal through large digital application specific integrated circuits. The Company also added 2 new R&D employees to help support the R&D and monetizing efforts. Additionally, subcontract fees and R&D supplies increased by an aggregate $68,370. The increase in subcontract fees was primarily due to fees paid to a “3 rd party foundry” for specialty work done in replicating the fabrication process and consulting towards shrinking the PET process to 40-nm.

The Company has completed all its projects under SBIR grants. As a result SBIR grant income in 2014 was $169,832 as compared to $342,874 in 2013. During 2014 the Company decided to eliminate its use of SBIR grants in order to focus all of its resources on developing and monetizing the technology.

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Year Ended December 31, 2013 compared to Year Ended December 31, 2012

Costs and Expenses

General and administrative expenses in the year ended December 31, 2013 increased by $3,260,817 over 2012. The increase was primarily driven by increases in: stock-based compensation of $1,816,625; wages and benefits of $411,378; professional fees of $464,477; management and consulting fees of $294,011; and general expenses of $336,094.

The increases in the above expenses are consistent with the Company’s strategy to continue to drive POET to monetization. The new management team was successful in attracting high profile members to the Board of Directors and renewing investor confidence which allowed the Company to raise $7,189,200, less financing fees, in new capital in February 2013. Additionally, the leadership of the new management team contributed to divesting the Company of its under-performing solar division which had contributed $4,685,449 to the net loss in 2012. Other expenses such as regulatory fees, listing fees, office expenses, travel expenses and other ancillary expenses naturally increased as these costs are considered integral to raising capital.

The Company continued to invest in highly technical staff to expedite the development and monetization of POET. As a result, the Company had an additional combined research and development and general and administrative salaries and benefits of $531,084 in 2013 versus 2012.

Non-cash stock option expense was $4,021,153 in 2013 compared to $1,704,026 in 2012, an increase of $2,317,127. The Company granted 7,310,000 stock options in 2013 compared to 15,130,000 stock options in 2012, but changes in share price in part led to an increase to stock option expense in 2013. The expensing of vested stock options granted in 2012 had a significant impact on the expense in 2013.

Professional fees were $632,159 in 2013 compared to $167,682 in 2012. Professional fees had increased by $464,477 due to the professional services required by both accountants and lawyers in dealing with the divestiture of the solar division which included the sale of assets, termination of leases and orderly termination of redundant employees. Additionally, the Company made numerous changes to its corporate structure and is continuing to make changes in order to better position the Company to quickly execute on the best opportunities for monetization. These structural changes include: changing its name, managing its patent registrations, expanding its shareholder base and examining other non-Canadian listing opportunities. Additional legal and other professional costs were incurred to execute on these necessary changes.

Other Income

The Company earned $342,874 during the year ended December 31, 2013 in SBIR other income relating to a $750,000 SBIR contract granted to the Company in 2012. The U.S. government’s interest in the Company’s technology and the Company’s historical success helped to secure the $750,000 award while the U.S. government was scaling back on SBIR contracts due to funding cutbacks. During the same period in 2012, the Company earned $238,806, representing the initial receipt of funds under the $750,000 SBIR grant. The Company has reduced its dependency on SBIR by developing POET to the stage of monetization outside of governmental uses. The Company does not anticipate the receipt of any U.S. government funding when the current SBIR grant expires.

Discontinued Operations

During the year ended December 31, 2012, the Company made a strategic decision to discontinue the solar division. The solar division had experienced ongoing losses and required substantial investment with unlikely prospects for recovery. After careful review and analysis, the Board directed management to restructure the Company, including identifying and discontinuing redundant positions, selling solar related assets, divesting solar related minority interests and shutting down the solar division. The Company had a loss from discontinued operations of $4,685,449 in 2012. The loss from discontinued operations included: (i) an inventory write down of $1,143,011, (ii) impairment of long lived assets of $414,570, (iii) uncollectible accounts receivable of $195,774 and (iv) a write down of prepaid expenses of $127,602. The loss from discontinued operations also included a loss incurred in divesting its investment in Opel Solar Asia Company Limited of $197,178.

The following new accounting policy was adopted on January 1, 2014:

Financial instruments

IAS 32, Financial Instruments; Offsetting Financial Assets and Financial Liabilities

The amendment provides further clarification on the application of the offsetting requirements. The adoption of this pronouncement did not have an impact on the Company’s consolidated financial statements.

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Recent IFRS Accounting Pronouncements

Financial Instruments

IFRS 9, Financial Instruments, will replace IAS 39, Financial Instruments: Recognition and Measurement . The new standard requires entities to classify financial assets as being measured either at amortized cost or fair value depending on the business model and contractual cash flow characteristics of the asset. For financial liabilities, IFRS 9 requires an entity choosing to measure a liability at fair value to present the portion of the change in its fair value due to change in the entity’s own credit risk in the other comprehensive income rather than in the statement of profit or loss. The new standard applies to annual years beginning on or after January 1, 2015. There is no impact to the financial statements as a result of adopting IFRS 9.

The Company has considered all other recently issued accounting pronouncements and does not believe the adopting of such pronouncements will have a material impact on its consolidated financial statements.

B. Liquidity and Capital Resources

The Company had working capital of $11,079,641 on December 31, 2014 compared to $3,272,349 on December 31, 2013 and $1,433,392 on December 31, 2012. The increase and maintenance of higher working capital in 2014 was due to the $4.5 million dollars financing completed on February 13, 2014, in addition to $9.9 million dollars raised through the exercise of stock options and warrants during the year ended December 31, 2014.

The Company’s balance sheet as at December 31, 2014 has assets with a book value of $12,850,946 (2013 - $4,557,844, 2012 - $2,399,827) of which 90% (2013 - 78%, 2012 — 97%) or $11,531,365 (2013 - $3,528,376, 2012 - $2,297,607) is current and primarily cash of $11,287,864 (2013 - $3,260,967, 2012 - $1,435,762). This liquid and unencumbered balance sheet has allowed a flurry of activity already undertaken and further expected in 2015, including but not limited to further capital equipment acquisition, investment in staff and achieving technical and operational milestones.

The Company’s cash position has been bolstered by the exercise of warrants and stock options subsequent to the year-end that resulted in additional capital of approximately $6.0 million.

As of March 15, 2015, there were 12,179,931 warrants outstanding to purchase common shares at an average exercise price of $0.35 expiring between June 8, 2015 and September 27, 2015. The Company anticipates that those warrants will be exercised subject to market conditions affecting the Company’s stock price. Should those warrants be exercised, there is a potential for an additional CAD $4.2 million to be raised by the Company. It is important to note, that while the Company expects that warrants will be exercised, it is dependent on a number of factors that are outside of the Company’s control such as stock price and investor confidence, and no assurances can be given that any exercises will occur.

Based on current plans and cash utilization the Company believes it has sufficient liquidity to support its operations and technological programs beyond 2015.

The Company is embarking on an aggressive plan of attempting to monetize POET while simultaneously improving shareholder value. The focus therefore is to remain sufficiently capitalized through lean operations.

Operating Activities

In 2014, the Company had a net loss from operations of $11,785,800 as compared to a net loss of $7,849,017 in 2013. After a review of the Company’s obligations, long term commitments and potential monetization avenues, the Company negotiated and amended the terms under the license agreement with UCONN. In amending that agreement, the Company issued 2,000,000 common shares to the UCONN having a fair value of $1,439,898. This amount was charged to operations in 2014 which contributed to the increased loss over 2013. The amending agreement reduced the Company’s potential obligation to the UCONN to 3% of revenues generated by licensed and product sales, plus up to a maximum of $1,000,000 per year in maintenance fees. The Company was able to amend the agreement to more favorable terms with no call on the Company’s cash resources in 2014. This noncash expense represented 12% of the Company’s loss.

The Company continues to grant stock options to its employees as an incentive in enticing and retaining talented and qualified employees. Stock based compensation will therefore, always represent a significant portion of the Company’s expenses. Stock based compensation was $4,615,997 in 2014 and $4,021,153 in 2013 which was 39% and 51% respectively of the losses in 2014 and 2013. The Company granted 6,155,000 stock options in 2014 as compared to 7,310,000 in 2013. The fair value assigned to the stock options is affected by a number of factors including interest rate, volatility and timing of the stock option grants.

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In 2014 and 2013, 53% and 50% of the Company’s losses were non-cash expenses. This allows the Company the opportunity to conserve its cash resources for use in other areas of capital expenditure, research and development or ancillary expenses associated to reaching its monetization goals.

Wages and benefits in 2014 were higher than 2013 in both operating expenses and research and development expenses. The Company is confident that having the “right people in the right places” is the only way it can successfully design the POET process. In that regard, the Company hired Stephan Gagnon, the COO, in late 2013; Daniel DeSimone, the CTO in 2014 and Ajit Manocha, the Executive Co-chairman of the Board in 2014. These individuals bring with them varied and extensive experience in the semiconductor industry. Peter Copetti also took over the reins of the Company in 2014 as interim CEO, and the Company settled a severance package with the former President of the Company. These positive changes in 2014 contributed to an overall increase in human resources related expenses of $893,000, increasing from $1,390,023 in 2013 to $2,283,000 in 2014.

The Company had a small source of income through SBIR grants with NASA that utilized the Company’s technology. The Company completed all its projects under SBIR grants. While SBIR grants were an important part of the Company’s early stage value creation, the Company in 2014 eliminated its use of SBIR grants in order to focus on developing and monetizing the technology. Income from SBIR grants in 2014 was $169,832 as compared to $342,874 in 2013.

As the Company has no revenues, it does not have any accounts receivable. The Company also settles its accounts payable on a timely basis in order to retain a high credit rating and eliminate service charges and late payment penalties. As a matter of best practice, the Company takes advantage of prepayment and early payment options to obtain discounts on capital and operating expenses.

Investing Activities

The Company is currently not involved in any investing activity other than the purchase of property and equipment and the registration of new patents for use in the development of its POET technology. When investing, the Company has a strict investment policy which includes investing any surplus capital only in highly liquid, highly rated financial instruments.

Financing Activities

On February 13, 2014, the Company completed a $4,546,000 private placement financing. The financing consisted of 7,692,307 units at a price of $0.59 per unit. Each unit comprises one common share and one common share purchase warrant. One warrant allows the holder to acquire one common share of the Company at an exercise price of $0.91 per share, expiring on February 12, 2016. No commission was payable with respect to this financing.

During the year, the Company paid $31,712 as incentives for the exercise of warrants.

In addition to the private placement, the Company raised $8,404,265 from the exercise of warrants and $1,481,716 from the exercise of stock options.

The Company has no debt obligations or related interest costs. The Company’s only credit facilities relate to corporate credit cards.

The Company will continue to seek additional funding, primarily by way of equity offerings, to carry out its business plan and to minimize risks of its operations. The market for equity financing for companies such as us is challenging, however, and there can be no assurance that additional funding by way of equity financing will be available, or if available, on terms acceptable to the Company. The failure of the Company to obtain additional funding on a timely basis may result in the Company reducing or delaying one or more of its planned research, development and marketing programs and reducing related personnel, any of which could impair the current and future value of the business. Any additional equity financing, if secured, may result in dilution to the existing shareholders at the time of such financing. The Company may also seek additional funding from other sources, such, technology licensing, and strategic alliances, which, if obtained, may reduce the Company’s interest in its projects or products. There can be no assurance, however, that any alternative sources of funding will be available.

Capital Expenditures

The Company has an approved capital budget of $3,000,000 for the 2015 fiscal year related to research and development equipment. In 2014, $527,068 was spent on acquiring development equipment and new patents. $1,000,783 and $36,002 was spent on similar capital expenditures in 2013 and 2012, respectively

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C. Research and Development

We are developing our proprietary POET platform to address the emerging needs of enhanced speed, size, energy and cost efficiency for semiconductor devices as compared to the current silicon-based technology. We are developing GaAs-based semiconductor technologies that have several potential market applications including: infrared sensor arrays for Homeland Security monitoring and imaging applications; higher efficiency computing systems; and telecom for fiber to the home.

Internally generated research costs, including the costs of developing intellectual property and maintaining patents are expensed as incurred. Internal development costs are expensed as incurred unless such costs meet the criteria for deferral and amortization under IFRS, which to date has not occurred.

We incurred $2,277,927, $1,925,974 and $1,093,998 of research and development expenses in 2014, 2013 and 2012 respectively. Research and development expenditures in the semiconductor business include costs associated with salaries, material costs, license fees, patent maintenance, consulting services and third-party contract manufacturing. The expenses in both years can be analyzed as follows:

			Restated		Restated
	2014		2013		2012

Wages and benefits	$	899,758	$	692,105	$	572,399
Subcontract fees	582,943		558,073		326,458
Stock-based compensation	641,176		565,246		64,744
Supplies	154,050		110,550		130,397
	$	2,277,927	$	1,925,974	$	1,093,998

D. Trend Information

Other than as may be disclosed elsewhere in this annual report and specifically in ITEM 4.B. “Business Overview,” we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

The Company has no material off-balance sheet arrangements in place at this time.

F. Tabular Disclosures of Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2014:

POET Technologies Inc.

	Payments due by period (US$)
Contractual Obligations	Total		< 1 year		1-3 years		3-5 years		> 5 years
Operating Lease Obligations(1)	$	241,082	$	162,293	$	78,789	$	—	$	—

(1) Office and research facilities on the campus of the University of Connecticut and office facilities in Toronto, Ontario.

G. Safe Harbor

See “Forward Looking Statements” on page 1 of this Annual Report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our Directors and Officers as of the date of this Annual Report.

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Name	Positions	Age	Date First Elected or Appointed a Director or Officer
Peter Copetti	Executive Co-Chairman and Interim Chief Executive Officer	50	June 8, 2012
Ajit Manocha (3)	Executive Co-Chairman and Director	63	July 7, 2014
Kevin Barnes	Treasurer and Chief Financial Officer	43	December 1, 2012
Stephane Gagnon	Chief Operating Officer	43	November 14, 2013
Dr. Geoff Taylor	Director and Chief Scientist	70	April 2, 2013
John F. O’Donnell (1)(2)(3)	Corporate Governance and Nominating Committee Chair and Director	68	February 14, 2012
Chris Tsiofas (1)(2)(3)	Audit and Compensation Committee Chair and Director	46	August 21, 2012
Sheldon Inwentash (1)	Director	59	August 12, 2014
Todd A. DeBonis	Director	50	April 8, 2015
David E. Lazovsky	Director	43	April 8, 2015
Daniel DeSimone	Chief Technical Officer	57	April 1, 2014

(1) Member of Audit Committee

(2) Member of Compensation Committee

(3) Member of Corporate Governance and Nominating Committee

Mr. Peter Copetti has over 25 years of capital markets and management experience in key leadership roles. He has been the chief architect and strategist of the Company’s transformation since joining the Company in June 2012. Mr. Copetti was personally responsible for the restructuring of both secured and unsecured debt, negotiated new equity infusion into the Company, and re-focused the Company on its original technical vision of monolithic optoelectronic integration. Prior to joining the Company, Mr. Copetti was COO of Cache Metal Inc., a Toronto based precious metals company and President from 2011 to 2012, and Chief Executive Officer of Larrge Global Capital Inc., a Canadian private company involved in trading securities, commodities, real estate and construction from 2008 to 2011.

Mr. Ajit Manocha has over 35 years of experience in the semiconductor industry with deep knowledge of semiconductor technology and operations. He has worked in all aspects of the business including research, applied development, manufacturing, worldwide sales, to global supply chain and IT, and his most recent role has been as CEO of GlobalFoundries from June 2011 to January 2014. He has wealth of experience by working in companies like AT&T, Bell Labs/Microelectronics, Philips Semiconductors (now known as NXP), Spansion, and GlobalFoundries. He has managed at various executive levels and successfully led very small organizations with fewer than 15 people to very large organizations with well over 25,000 people. He has also served on various boards as director and chairman. He is currently representing GlobalFoundries on the Semiconductor Industry Association Board and is also serving on the U.S. Presidential Committee for Advanced Manufacturing Partnership.

Mr. Kevin Barnes has been serving as Chief Financial Officer since December of 2012 and previously served as Controller beginning in 2008. Mr. Barnes is a member of the Institute of the Certified Management Accountants of Australia and an Accredited Chartered Secretary. Mr. Barnes has served as a Corporate Controller and Business Performance Manager for EC English, one of the world’s largest language training institutes between 2006 and 2014. Mr. Barnes has also served as Chief Financial Officer of VVC Exploration Corporation, a minerals exploration company, since 2006. From 2000 to 2006, he was a reporting manager with Duguay and Ringler Corporate Services, a Company specializing in financial reporting for publicly traded Companies.

Mr. Stephane Gagnon has been the Chief Operating Officer of the Company since October 2014 and served as Senior Vice-President of Operations of the Company since November 14, 2013. He has a Bachelor of Science in Computer Engineering from Laval University. He has over 20 years of experience in the semiconductor, telecommunication and processor industry. His last role was with IDT (Integrated Device Technology) that had acquired Tundra Semiconductor in 2000, where he spent 13 years. His role at IDT was Senior Director of Product Management where he drove business strategy for the RapidIO® switching product line with primary responsibilities that included strategy and product marketing, business development, and management of international customer and partner relationships. Mr. Gagnon became involved with the RapidIO Trade Association (“RTA”) Technical Working Group 13 years ago and held the position of Chairman of the RTA Steering Committee for over 3 years ending in October 2013. Prior to his role at IDT and Tundra, Mr. Gagnon held positions at Motorola and Nortel Networks.

Mr. Daniel DeSimone has been the Chief Technical Officer of the Company since August 12, 2014, prior to which he served as V.P. Technology for the Company’s subsidiary, ODIS Inc., since April 1, 2014. He has a MSEE from Rensselaer Polytechnic Institute, specializing in solid state physics of electron devices. He has over 35 years of experience in semiconductor industry R&D, roadmap definition, manufacturing and management. Prior to joining the Company, Mr. DeSimone worked for Fairchild Semiconductor, primarily working to transfer processes from R&D into manufacturing and continuous improvement of yield and quality. Prior to Fairchild, he was with Tundra Semiconductor, where he managed teams developing state of the art custom SoC

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devices and a separate development team that developed custom BGA packages. Later, he was given responsibility for Product Management of PCI bridge Product Lines and Strategic Marketing defining PCIe based devices targeting Storage and Server end markets, with a focus on interconnect fabrics. Prior to Tundra, Mr DeSimone was a co-founder of Quadic Systems, Inc., a pioneering design services company which grew from the 4 founders to a highly successful team of 53 at the time of its acquisition by Tundra. During that time, in addition to management responsibilities, Mr DeSimone developed dozens of digital, mixed signal, analog and leading edge physical synthesis and implementation flows for COT SoC implementation.

Mr. John F. O’Donnell has a BA (Economics) and an LLB, has practiced law in the City of Toronto since 1973 and has been on the Board of Directors of the Company since February of 2012. He is currently counsel to Stikeman Keeley Spiegel Pasternack LLP. His practice is primarily in the field of corporate and securities law and, as such, he is and has been counsel to several publicly traded companies. Mr. O’Donnell is currently also Chairman of the Board of Montana Gold Mining Company Inc. (MGM: CSE).

Mr. Chris Tsiofas , CA, CPA, earned a Bachelor’s of Commerce Degree from the University of Toronto in 1991 and has been a member of the Institute of Chartered Accountants of Ontario since 1993. He has been on the Board of Directors since August of 2012. He is a partner with the Toronto Chartered Accountancy firm of Myers Tsiofas Norheim LLP, a position he has held since 1994.

Dr. Geoff Taylor is Chief Scientist at the Company and has led development of the POET platform since 2000, directing a focused team at the ODIS subsidiary of the Company. Dr. Taylor possesses an extraordinary technical background made-up of 30 years of design and development experience in electronic and optical device physics, circuit design, opto-electronic technology, materials and applications. He is concurrently a Professor of Electrical Engineering and Photonics at the University of Connecticut, a position he has held since 1994, and is responsible for ODIS’ development efforts at the GaAs growth and fabrication facility. With over 150 papers in the world’s most respected journals, and dozens of patents, Dr. Taylor is widely regarded as the world’s leading authority on GaAs solid-state physics, III-V opto-technology, as well as the pioneer in the development of monolithic integrated opto-electronic circuits. Dr. Taylor has a B.Sc from Queen’s University, and an M.A.Sc. and Ph.D. from the University of Toronto.

Mr. Sheldon Inwentash is the Chairman and CEO of Brownstone Energy Inc. Prior to that time, he served as President and CEO of Pinetree Capital Ltd. from 1994 until January 2015. Mr. Inwentash holds the following degrees and professional designation: B. Comm. CA., CPA., LL.D (Honorary). He brings more than 25 years of experience in the investment industry and a deep understanding of progressive investment and financial management strategies.

Todd A. DeBonis is a veteran semiconductor executive with over 27 years of expertise in sales, marketing and corporate development. For the last decade Mr. DeBonis was the Vice President of Global Sales and Strategic Development at TriQuint Semiconductor. During his tenure TriQuint experienced dramatic growth and recognition in the industry as the technology leader in RF solutions. Mr. DeBonis played an integral part in the recent merger with RFMD and subsequent creation of Qorvo, Inc. Mr. DeBonis previously held the position of Vice President, Worldwide Sales and Marketing at Centillium Communications. Mr. DeBonis also served as the Vice President, Worldwide Sales for Ishoni Networks and Vice President, Sales & Marketing for the Communications Division of Infineon Technologies North America. Mr. DeBonis has a B.S. degree in Electrical Engineering from the University of Nevada

David E. Lazovsky is the founder of Intermolecular (NASDAQ: IMI) and served as the company’s President and Chief Executive Officer and as a member of the board of directors from September 2004 to October 2014. Mr. Lazovsky has an in-depth knowledge of the semiconductor industry, technology and markets. Prior to founding Intermolecular, Mr. Lazovsky held several senior management positions at Applied Materials (NASDAQ: AMAT). From 1996 through August 2004, Mr. Lazovsky held management positions in the Metal Deposition and Thin Films Product Business Group where he was responsible for managing more than $1 billion in Applied Materials’ semiconductor manufacturing equipment business. From 2003 until 2004, Mr. Lazovsky managed key strategic accounts in Business Management where he worked closely with leading integrated circuit manufacturers to ensure Applied Materials was developing and providing cutting-edge technology solutions. From 2002 until 2003, Mr. Lazovsky served as the Technology Program Manager for the Endura 2 Platform, Applied Materials’ flagship 300mm metal deposition platform. From 2000 until 2002, Mr. Lazovsky was based in Grenoble, France and served as Director of Business Management for the European region in the Metal Deposition Product Business Group. Previously, Mr. Lazovsky served as a Business Manager from 1997 to 2000, Account Product Manager from 1995 to 1997. Mr. Lazovsky holds a B.S. in mechanical engineering from Ohio University and, as of March 31, 2014, held 41 pending or issued U.S. patents.

The Directors have served in their respective capacities since their election and/or appointment, unless otherwise noted above, and will serve until the next Company’s annual general meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of Continuance.

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The Board has adopted a written Code of Business Conduct and Ethics to promote a culture of ethical business conduct and relies upon the selection of persons as directors, senior management and employees who they consider to meet the highest ethical standards. The Company’s Code of Business Ethics can be found on the Company’s web site at: www.poet-technologies.com.

There are no family relationships between any of our Directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management, except that in connection with the entry into of a financing arrangement between the Company and IBK Capital Corporation in 2012, Messrs. Benadiba, Copetti and Peralta were appointed Directors of the Company on June 8, 2012. Messrs. Benadiba and Peralta have since resigned as director of the Company.

B. Compensation

Fixed Stock Option Plan

On September 21, 2007, the Directors approved a fixed 20% vesting Stock Option Plan (the “Plan”) to replace the Rolling Stock Option Plan which had been in effect since May 4, 2005. The Plan was approved by the disinterested shareholders of the Company at the Shareholders’ Meeting of June 19, 2008 and accepted for filing by the TSXV. Under the Plan, the maximum number of shares (the “Maximum Number”) which may be issued pursuant to options granted under the Plan or otherwise granted cannot exceed 20% of the issued and outstanding shares. The shareholders fixed the Maximum Number at 11,930,000. Thereafter, the Plan has been amended by the Directors, and such amendments have been approved by the shareholders in 2009, 2011, 2013 and 2014. The Maximum Number is currently 31,925,000 shares

The purpose of the Plan is to assist the Company in attracting, retaining and motivating directors, employees and consultants of the Company and any of its subsidiaries and to closely align the personal interests of such directors, employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares in the capital of the Company.

The Plan provides that the number of common shares issuable pursuant to options granted under the Plan and pursuant to other previously granted options is limited to the Maximum Number, currently fixed at 31,925,000. Any subsequent increase in the Maximum Number must be approved by shareholders of the Company and cannot exceed 20% of the issued and outstanding shares of the Company at the time of the shareholders’ approval. There is no other limit to the number of options granted to any individual, except for: (i) 2% on a yearly basis to any one consultant and (ii) 2% on a yearly basis to any employee providing “Investor Relations Activities.”

The following paragraphs summarize some of the terms of the Plan:

Eligibility . Options may be granted under the Plan to directors, employees, consultants and consultant companies of the Company and any of its subsidiaries. Options may also be granted to individuals referred to as “Management Company Employees” which are employed by a company providing management services to the Company, except for services involving “Investor Relations Activities.”

Plan Administration . The Board of Directors is the plan administrator, subject to the advice and recommendations of our Compensation Committee. The plan administrator will determine the provisions and terms and conditions of each grant.

Exercise Price . The exercise price subject to an option shall be determined by the Board and set forth in the option agreement, but shall be either (i) not less than the last closing price of the Company’s common shares as traded on the TSXV, unless discounted by the Board or (ii) such other price agreed by the Board and accepted by the TSXV. Except in certain circumstance, the Company can amend the other terms of a stock option only where prior TSXV acceptance is obtained and where the following requirements are met:

(i) if the amendment is in respect of an option held by an insider of the Company, but excluding amendments to extend the length of the stock option term, the Company obtains disinterested shareholder approval;

(ii) if the option exercise price is amended, at least six months have elapsed since the later of the date of commencement of the term, the date the Company’s shares commenced trading, or the date the option exercise price was last amended;

(iii) if the option price is amended to the discounted market price, the exchange hold period is applied from the date of the amendment (and for more certainty where the option price is amended to the market price, the exchange hold period will not apply); and

(iv) if the length of the stock option term is amended, any extension of the length of the term of the stock option is treated as a grant of a new option, and therefore the amended option must comply with the pricing and other requirements of the policy as if it were a newly granted option. The term of an option cannot be extended so that the effective term of the option exceeds 10 years in total. An option must be outstanding for at least one year before the Company can extend its term.

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The TSXV must accept a proposed amendment before the option may be exercised as amended. If the Company cancels a stock option and within one year grants new options to the same individual, the new options will be subject to the requirements in sections (i) to (iv) above.

Option Agreement . Options granted under the plan are evidenced by an option agreement that sets forth the terms, conditions and limitations for each grant.

Term of the Awards . The term of each option grant shall be stated in the option agreement, provided that the term shall not exceed 10 years from the date of the grant. Prior to May 21, 2009, the term was limited to 5 years.

Vesting Schedule . In general, options granted under the Plan vest 25% immediately and 25% every six months from the date of issue, until fully vested; provided, however, that the directors may, at their discretion, specify a different vesting period, provided that options granted to consultants performing “Investor Relations Activities” must vest in stages over 12 months with no more than 25% of the options vesting in any three month period. Prior to May 21, 2009, vesting was mandatory for all option grants.

Transfer Restrictions . Options granted under the Plan may not be transferred in any manner by the option holder other than by will or the laws of succession and may be exercised during the lifetime of the option holder only by the option holder. Securities that are subject to restrictions may not be transferred during the period of restriction.

Change of Control and Alteration of Capital . The Plan provides that if a Change of Control, as defined herein, occurs, the shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. The Plan also provides for automatic adjustments in the number of optioned shares and/or the exercised price, in the event of an alteration in the share capital of the Company.

Termination of Options . In the event that the award recipient ceases employment with us or ceases to provide services to us, the options will terminate after a period of time following the termination of employment. Our Board of Directors has the authority to amend or terminate the plan subject to shareholder approval with respect to certain amendments. However, no such action may adversely affect in any material way any awards previously granted unless agreed upon by the recipient.

Officer Compensation

Total cash compensation accrued and/or paid (directly and/or indirectly) (refer to ITEM 7. “Major Shareholders and Related Party Transactions” for information regarding indirect payments) to all of our Officers during fiscal year 2014 was $1,363,417.

In order to assist the Board of Directors in fulfilling its oversight responsibilities with respect to human resources matters, the Board established a Compensation Committee. The Compensation Committee reviews and makes determinations with respect to senior officer compensation on a regular basis with any discretionary compensation used only for extraordinary projects or significant milestone results that advance the Company’s growth potential. When determining NEOs’ compensation, the Compensation Committee receives input and guidance from the Executive Co-Chairmen of the Board and the Chief Executive Officer of the Company.

In addition to his or her fixed base salary, each officer may be eligible to receive variable pay compensation or bonus meant to motivate him or her to achieve short-term goals. Currently, the Company does not have in place established procedures for determining variable pay compensation. Stock options are a very important element of the variable pay compensation and do not require cash disbursement from the Company. Stock options are also generally awarded to officers and consultants at the time of hire and are used as a recruitment tool to attract highly qualified and experienced executives and consultants to the Company. Stock options are also granted at other times during the year. As the Company is still continuing to develop its POET technology, it must conserve its limited financial resources and control costs to ensure that funds are available when needed to complete its scheduled developments. As a result, the Board of Directors has to consider not only the financial situation of the Company at the time of the determination of the compensation, but also the estimated financial situation in the mid- and long-term. Also the granting of stock options aligns officers’ rewards with an increase in shareholder value over the long term. The use of stock options encourages and rewards performance by aligning an increase in each officer’s compensation with increases in the Company’s performance and in the value of the shareholders’ investments.

The following table sets forth all annual and long term compensation for services in all capacities to the Company for fiscal year 2014 of the Company.

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			Share-	Options-Based Awards(1)(2)		Non-Equity Incentive Plan Compensation
NEO Name and Principal Position	Fiscal Year	Salary (2) (US$)	Based Awards (1)(2) (US$)	No. of Shares	(US$)	Annual Incentive Plans	Long- term Incentive Plans	Pension Value (US$)	All Other Comp. (US$)(8)	Total Comp. (US$)
Peter Copetti Interim CEO & Executive Co-Chairman	2014	247,963	—	600,000	511,479	—	—	—	339,675	1,099,117
Ajit Manocha(5) Executive Co-Chairman	2014	250,000	—	2,100,000	2,469,164	—	—	—	—	2,719,164
Kevin Barnes Treasurer and CFO	2014	76,087	—	50,000	42,623	—	—	—	—	118,710
Mark Benadiba(4) Former Executive Chairman	2014	27,174	—	—	—	—	—	—	—	27,174
Leon M. Pierhal(3) Former President	2014	146,000	—	—	—	—	—	—	285,000	431,000
Stephane Gagnon Chief Operating Officer	2014	166,063	—	150,000	127,870	—	—	—	7,246	301,179
Daniel DeSimone(6) Chief Technical Officer	2014	114,244	—	500,000	452,174	—	—	—	—	566,418
Christopher Lee Shepherd(7) Former VP Technology	2014	147,568	—	25,000	21,312	—	—	—	—	168,880

(1)	The Company used the Black-Scholes model as the methodology to calculate the grant date fair value. The fair value will be recorded as an operating expense as the stock options vest over 18 months from the date of grant.
(2)	The exchange rate used in these calculations to convert CAD to USD was 0.9058, being the average exchange rate for the year ended December 31, 2014.
(3)	Mr. Pierhal ceased being the President of the Company on September 30, 2014. Mr. Pierhal was paid $185,000 as a severance payment when he ceased being the President of the Company. Additionally, the Company settled $100,000 that was due to the Company. Both amounts are included in “All Other Comp”.
(4)	Mr. Benadiba ceased his role as Executive Chairman of the Board on July 1, 2014
(5)	Mr. Manocha was appointed to the Board on July 7, 2014.
(6)	Mr. DeSimone was hired on April 1, 2014 and was appointed Chief Technical Officer on August 12, 2014.
(7)	Mr. Shepherd’s role as VP of Technology ended on October 31, 2014.
(8)	Mr. Copetti and Mr. Gagnon were paid bonuses of $339,675 and $7,246 respectively. These amounts are included in “All Other Comp”.

The following table sets forth information concerning all awards outstanding under a stock option to each of the current Officers, as of December 31, 2014:

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	Option-Based Awards				Share-Based Awards
Name	No. of Shares Underlying Unexercised Options (#)	Option Exercise Price (CA$/share)	Option Expiration Date	Value of Unexercised In-The Money Options (1) (US$)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested (US$)
Peter Copetti	2,500,000	0.235	Jun. 8, 2017	2,635,995	N/A	N/A
	500,000	0.445	Nov. 15, 2017	436,822	N/A	N/A
	300,000	0.49	Aug. 13, 2018	250,473	N/A	N/A
	600,000	1.24	Aug 12, 2019	113,617	N/A	N/A
Ajit Manocha	100,000	1.24	Aug 12, 2019	18,936	N/A	N/A
	2,000,000	1.75	Jul 3, 2019	0.00	N/A	N/A
Kevin Barnes	25,000	0.23	Feb. 16, 2022	26,467	N/A	N/A
	10,000	0.28	Mar. 17, 2020	10,157	N/A	N/A
	100,000	0.44	Nov. 14, 2018	87,795	N/A	N/A
	100,000	0.445	Nov. 15, 2017	87,364	N/A	N/A
	100,000	0.49	Aug. 13, 2018	83,491	N/A	N/A
	25,000	0.51	Sep. 28, 2021	20,442	N/A	N/A
	50,000	0.76	Feb. 28, 2021	30,126	N/A	N/A
	50,000	1.24	Aug 12, 2019	9,468	N/A	N/A
Leon Pierhal	571,300	0.23	Sep 30, 2015	604,836	N/A	N/A
	75,000	0.28	Sep 30, 2015	76,175	N/A	N/A
	800,000	0.345	Sep 30, 2015	767,774	N/A	N/A
	500,000	0.445	Sep 30, 2015	436,822	N/A	N/A
	300,000	0.49	Sep 30, 2015	250,473	N/A	N/A
	500,000	0.51	Sep 30, 2015	408,848	N/A	N/A
	75,000	0.76	Sep 30, 2015	45,188	N/A	N/A
	200,000	1.21	Sep 30, 2015	43,037	N/A	N/A
Stephane Gagnon	300,000	0.43	Oct. 4, 2018	25,422	N/A	N/A
	500,000	0.44	Nov. 14, 2018	37,663	N/A	N/A
	150,000	1.24	Aug 12, 2019	29,891	N/A	N/A
Daniel DeSimone	200,000	1.44	Apr 03, 2019	3,443	N/A	N/A
	300,000	1.24	Aug 12, 2019	56,808	N/A	N/A
Christopher Lee	500,000	0.43	Oct. 25, 2017	443,277	N/A	N/A
Shepherd	500,000	0.445	Nov. 15, 2017	436,822	N/A	N/A
	300,000	0.46	Jun. 27, 2018	258,220	N/A	N/A
	200,000	0.49	Aug. 13, 2018	166,982	N/A	N/A
	25,000	1.24	Aug 12, 2019	4,734	N/A	N/A

(1) This amount is calculated based on the difference between the market value of the shares underlying the options as of December 31, 2014, being CAD $1.46 (US$1.257), and the exercise or base price of the option. The exchange rate used in these calculations to convert CAD to USD was 0.8607, being the closing price at December 31, 2014.

The value vested or earned during fiscal year 2014 of incentive plan awards granted to NEOs are as follows:

NEO Name	Option-Based Awards – Value Vested During the Year (1) (US$)	Share-Based Awards – Value Vested During the Year (US$)	Non-Equity Incentive Plan Compensation – Value Earned During the Year (US$)
Ajit Manocha	4,529	N/A	N/A
Peter Copetti	71,332	N/A	N/A
Kevin Barnes	64,312	N/A	N/A
Mark Benadiba	28,553	N/A	N/A
Leon M. Pierhal	71,332	N/A	N/A
Stephane Gagnon	333,787	N/A	N/A
Christopher Lee Shepherd	399,458	N/A	N/A
Daniel DeSimone	14,040	N/A	N/A

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based award. For the NEO’s to have realized this value, they would have had to exercise their options and sell the shares on the day of vesting. The exchange rate used in these calculations to convert CAD to USD was 0.9058, being the average exchange rate for the year ended December 31, 2014.

Director Compensation

			Share-	Options-Based Awards(1)(2)		Non-Equity Incentive Plan Compensation
Name and Principal Position	Fiscal Year (6)	Salary (2) (US$)	Based Awards (1) (US$)	No. of Shares	(US$)	Annual Incentive Plans	Long- term Incentive Plans	Pension Value (US$)	All Other Comp. (US$)	Total Comp. (US$)
Dr. Adam Chowaniec Former Director(5)	2014	51,750	—	300,000	255,739	—	—	—	—	307,489

Sheldon Inwentash Director	2014	16,848	—	500,000	426,232	—	—	—	—	443,080

John F. O’Donnell(3) Director	2014	75,250	—	300,000	255,739	—	—	—	—	330,989

Dr. Samuel Peralta(4) Former Director	2014	65,065	—	800,000	681,972	—	—	—	—	747,037

Dr. Geoff Taylor Chief Scientist and Director	2014	162,138	—	300,000	255,739	—	—	—	—	417,877

Chris Tsiofas Director	2014	75,522	—	300,000	255,739	—	—	—	—	331,261

During the year ended December 31, 2014, the outside, or non-management, directors were paid an annual fee of $32,000 for acting as a director, plus $1,500 per board meeting attended and $750 per committee meeting, to be paid quarterly. If independent, the Chairman of the Board is entitled to receive an additional $10,000 annually and the Committee Chairs are entitled to receive an additional $8,000 annually. Mr. Copetti who served as Executive Chairman of the Board during part of the year and as Executive Co-Chairman in the latter part of the year is not independent as he has was Interim CEO. Mr. Manocha who served as Executive Co-Chairman during part of the year is also not independent. Directors’ involvement in special assignments or services as consultant or expert will be negotiated on a case by case basis.

The following table details compensation paid/accrued for fiscal year 2014 for each director who is not also an officer.

(1) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value. The fair value will be recorded as an operating expense as the stock options vest over 18 months from the date of grant.

(2) The exchange rate used in these calculations to convert CAD to USD was 0.9058, being average exchange rate for the year ended December 31, 2014.

(3) The firm of Stikeman Keeley Spiegel Pasternack LLP, of which Mr. O’Donnell is counsel, billed the sum of $174,549 for legal fees and disbursements incurred in 2014.

(4) Dr. Peralta resigned as a director on November 12, 2014 at which time 600,000 of the 800,000 stock options were cancelled.

(5) Dr. Chowaniec resigned from the Board on January 22, 2015.

(6) Messrs. Debonis and Lazovsky were appointed to the Board on April 8, 2015.

The following table sets forth information concerning all awards outstanding under the stock option plans to each of the current Directors who are not also named executive officers as of December 31, 2014:

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	Option-Based Awards				Share-Based Awards
Name	No. of Shares Underlying Unexercised Options (#)	Option Exercise Price (CA$/share)	Option Expiration Date	Value of Unexercised In-The Money Options (1) (US$)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share- Based Awards That Have Not Vested (US$)

Dr. Adam Chowaniec	300,000	0.46	Aug 9, 2015	430,255	N/A	N/A
	300,000	0.49	Aug 9, 2015	271,740	N/A	N/A
	500,000	0.51	Aug 9, 2015	263,588	N/A	N/A
	300,000	1.24	Aug 9,2015	59,783	N/A	N/A
John F. O’Donnell	150,000	0.23	Feb. 16, 2022	158,805	N/A	N/A
	12,500	0.345	Aug. 19, 2020	11,996	N/A	N/A
	500,000	0.445	Nov. 15, 2017	436,822	N/A	N/A
	300,000	0.49	Aug. 13, 2018	250,473	N/A	N/A
	300,000	1.24	Aug 12, 2019	56,808	N/A	N/A
Samuel Peralta	100,000	0.235	May 11, 2015	105,440	N/A	N/A
	100,000	0.445	May 11, 2015	87,364	N/A	N/A
Chris Tsiofas	500,000	0.275	Aug. 21, 2017	509,984	N/A	N/A
	500,000	0.445	Nov. 15, 2017	436,822	N/A	N/A
	300,000	0.49	Aug. 13, 2018	250,473	N/A	N/A
	300,000	1.24	Aug 12, 2019	56,808	N/A	N/A
Dr. Geoffrey Taylor	75,000	0.23	Feb. 16, 2022	79,403	N/A	N/A
	30,000	0.28	Mar. 17, 2020	30,470	N/A	N/A
	10,000	0.345	Aug. 19, 2020	9,597	N/A	N/A
	1,500,000	0.445	Nov. 15, 2017	1,310,466	N/A	N/A
	300,000	0.49	Aug. 13, 2018	250,473	N/A	N/A
	100,000	0.51	Sep. 28, 2021	81,770	N/A	N/A
	500,000	0.51	Apr. 2, 2018	408,848	N/A	N/A
	75,000	0.76	Feb. 28, 2021	45,188	N/A	N/A
	300,000	1.24	Aug 12, 2019	56,808	N/A	N/A

(1) This amount is calculated based on the difference between the market value of the shares underlying the options as at December 31, 2014, being CA$1.46, and the exercise or base price of the option. The exchange rate used in these calculations to convert CAD to USD was 0.860733, being the closing price at December 31, 2014.

The value vested or earned during fiscal year 2014 of incentive plan awards granted to Directors who are not also named executive officers are as follows:

Director Name	Option-Based Awards – Value Vested During the Year (1) (US$)	Share-Based Awards – Value Vested During the Year (2) (US$)	Non-Equity Incentive Plan Compensation – Value Earned During the Year (US$)
Dr. Adam Chowaniec	403,987	N/A	N/A
John F. O’Donnell	71,332	N/A	N/A
Dr. Samuel Peralta	71,332	N/A	N/A
Dr. Geoff Taylor	255,889	N/A	N/A
Chris Tsiofas	153,420	N/A	N/A

(1) This amount is the dollar value that would have been realized and is computed by obtaining the difference between the market price of the underlying securities on the vesting date and the exercise or base price of the options under the option-based award. For the Directors to have realized this value, they would have had to exercise their options and sell the shares on the day of vesting. None of these options were exercised. The exchange rate used in these calculations to convert CAD to USD was 0.9058, being the average exchange rate for the year ended December 31, 2014.

(2) This amount is the dollar value computed by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

Termination and Change of Control Benefits

Other than disclosed below in “Written Management Agreements,” the Company has no plans or arrangements in respect of remuneration received or that may be received by the Officers the Company to compensate such Officers, in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

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Pension Plan Benefits

The Company does not provide a defined benefit plan to the Officers or any of its employees.

The Company offers a defined contribution plan that is a 401k Plan but does not contribute toward such plan.

The Company does not have any deferred compensation plans other than that described above.

Written Management Agreements

The Company and/or its subsidiaries have employment contracts with the following current and former Officers as follows:

Mr. Manocha entered into a memorandum of understanding dated July 3, 2014, wherein (i) he will be paid US$41,667.67 per month (or US $500,000 per year) and he was granted 2,000,000 stock options.

On June 30, 2014 Mr. Copetti entered into an Executive Employment Agreement with an effective date of February 10, 2014, wherein (i) he will be paid CA$20,000 per month or (CA$240,000 per year) until December 31, 2014, (ii) he will be illegible for annual and special bonuses as determined by the Board of Directors; (iii) he will be reimbursed up to CA$5,000 for gym membership and medical tests; and (iv) he will receive a severance of twelve months on termination of employment by the Company, other than for cause. Mr. Copetti’s salary was adjusted to CA$31,250 per month or (CA$375,000 per year) in October 2014. The Executive Employment Agreement has lapsed and Mr. Copetti and the Company are currently negotiating a definitive employment agreement.

Mr. Pierhal entered into an Amended and Restated Employment Agreement, dated February 16, 2014, for a period of one year, with automatic yearly renewals and providing an annual base salary of $185,000. This employment contract provides for severance payments upon termination of employment, other than for cause, including the payment of salary through the end of the employment period, a pro-rata bonus, cash payment equivalent to 12 months of salary and acceleration of all unvested or un-exercised stock options, which shall be exercisable for a 12 month period after the date of termination. Mr. Pierhal’s employment was terminated on September 30, 2014.

Mr. Barnes has an arrangement with the Company to provide consulting services starting January 1, 2013 for a period of one year with an automatic one year renewal at a monthly rate of CA$7,000. The arrangement may be terminated by the Company without cause on six months’ notice or equivalent compensation.

Mr. Gagnon entered into an employment contract dated November 4, 2013 that continues indefinitely at a yearly salary of CA$200,000. This employment contract provides for a severance, on termination of employment for other than cause, of six months plus one month per year of service completed.

Mr. Shepherd entered into a Consulting Contract, through his wholly-owned company IT Millwrights Corporation, dated January 1, 2014, for a period of one year providing monthly fees not to exceed CA$15,000 per month. Mr. Shepherd’s contract was not renewed for 2015. He continues to provide services to the Company on an as needed basis.

Mr. DeSimone entered into Letter of Agreement dated March 28, 2014, wherein (i) he will be paid US$10,416.67 per month (or US$125,000 per year) and (ii) he was granted 200,000 stock options.

C. Board Practices

Our Board of Directors currently consists of eight directors, including three independent directors. Each director holds office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of Amalgamation and all amendments thereto (the “Articles”), or with the provisions of the OBCA. The Company’s Officers are appointed to serve at the discretion of the Board, subject to the terms of the employment agreements described above. The Board and committees of the Board schedule regular meetings over the course of the year.

During fiscal 2014, the Board held seven regularly scheduled meetings. For various reasons, Board members may not be able to attend a Board meeting. All Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings.

The Board has adopted standards for determining whether a director is independent from management. The Board reviews, consistent with the Company’s corporate governance guidelines, whether a director has any material relationship with the Company that would

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impair the director’s independent judgment. The Board has affirmatively determined, based on its standards, that Mr. Tsiofas, DeBonis and Lazovsky are independent.

Directors’ Service Contracts

Messrs. Copetti, Pierhal and Manocha had entered into the employment contracts explained above in “Written Management Agreements.”

Mr. Benadiba had entered into a Consulting Agreement, dated June 8, 2012, and as amended February 10, 2014, with the Company wherein (i) he was be paid CA$5,000 per month for a term of one year and (ii) he was granted 2,500,000 stock options, exercisable for a period of five years at a price of CA$0.235 per share, which vested 25% immediately and 25% every six months thereafter. Mr. Benadiba resigned from the Board on July 1, 2014.

Dr. Taylor entered into an Agreement for Provision of Laboratory & Consulting Services to POET Technologies, dated January 29, 2014, with the Company pursuant to which he was compensated at the rate of $12,000 per month and later increased to $13,750 per month. The agreement covered the period from January 1, 2014 to December 31, 2014 and did not provide for benefits upon termination of the agreement. Dr. Taylor’s agreement was renewed for 2015 at a rate of $14,437.50 per month for an additional year.

Audit and Compensation Committees of the Board of Directors

We currently have four board committees; (1) an Audit Committee; (2) a Compensation Committee; (3) a Corporate Governance and Nominating Committee, and (4) a Disclosure Committee. On December 31, 2013, the Company disbanded its Special Strategic Committee having completed the tasks for which it was formed. Committee charters, if any, can be found at www.poet-technologies.com. The names of the members and a summary of the terms of the charter for each the Audit Committee and the Compensation Committee is provided below.

Audit Committee

The Audit Committee is currently comprised of three members: Chris Tsiofas (Chair), John O’Donnell and Sheldon Inwentash. Of the three members, Chris Tsiofas is an independent director. Mr. Tsiofas was appointed chair of the Audit Committee on August 21, 2012. The Board has determined that Mr. Tsiofas satisfies the criteria of “audit committee financial expert” within the meaning of Item 401(h) of Regulation S-K and is independent in accordance with Rule 4200 of the NASDAQ Marketplace Rules. All members of the audit committee are financially literate, meaning they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. A brief description of the education and experience of each of our audit committee members that is relevant to the performance of his responsibilities is set forth below.

· Chris Tsiofas, CA, CPA the Chairman of the Audit Committee, holds B. Comm. from the University of Toronto. He has been a member of the Institute of Chartered Accountants of Ontario since 1993 and also a member of the Canadian Tax Foundation. He is a Partner with Myers Tsiofas Norheim LLP.

· Sheldon Inwentash, CA., CPA., LL.D (Honorary) holds a B. Comm. from the University of Toronto. He has more than 25 years of experience in the investment industry and a deep understanding of progressive investment and financial management strategies.

· Mr. John F. O’Donnell has a BA (Economics) and an LLB, has practiced law in the City of Toronto since 1973, primarily in the field of corporate and securities law. Over the years, he has been counsel to and has served as an Officer and Director of several publicly traded companies and as such has been involved in the review and analysis of numerous financial statements. Mr. O’Donnell has taken formal accounting courses and has been responsible for overseeing the completion of financial statements for his own business. With his vast experience in corporate and securities law and in corporate governance, he provides invaluable advice to the Audit Committee.

The Audit Committee is responsible for reviewing the Company’s financial reporting procedures, internal controls and the performance of the Company’s external auditors. The Audit Committee is also responsible for reviewing the annual and quarterly financial statements and accompanying Management’s Discussion and Analysis prior to their approval by the full Board. The Audit Committee also reviews the Company’s financial controls with the auditors of the Company on an annual basis.

The Company’s independent auditor is accountable to the Board and to the Audit Committee. The Board, through the Audit Committee, has the ultimate responsibility to evaluate the performance of the independent auditor, and through the shareholders, to appoint, replace and compensate the independent auditor. Any non-audit services must be pre-approved by the Audit Committee.

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Compensation Committee

The Compensation Committee is currently comprised of two members: Chris Tsiofas (Chair) and John O’Donnell. Mr. Tsiofas was appointed chair of the Compensation Committee on November 14, 2014. Of the two members, only Mr. Tsiofas is independent. Mr. O’Donnell is retained by the Company as company counsel. Adam Chowaniec was the third member of the Compensation Committee and was independent until his resignation from the Board for health reasons on January 22, 2015.

The Compensation Committee discusses and makes recommendations to the Board for approval or disapproval of all compensation issues that pertain to the Company. The compensation programs of the Company are designed to reward performance and to be competitive with the compensation agreements of other comparable semiconductor companies. The Compensation Committee is responsible for evaluating the compensation of the senior management of the Company and assuring that they are compensated effectively in a manner consistent with the Company’s business, stage of development, financial condition and prospects, and the competitive environment. Specifically, the Compensation Committee is responsible for: (i) reviewing the compensation practices and policies of the Company to ensure that they are competitive and that they provide appropriate motivation for corporate performance and increased shareholder value; (ii) overseeing the administration of the Company’s compensation programs, and reviewing and approving the employees who receive compensation and the nature of the compensation provided under such programs, and ensuring that all management compensation programs are linked to meaningful and measurable performance targets; (iii) making recommendations to the Board regarding the adoption, amendment or termination of compensation programs and the approval of the adoption, amendment and termination of compensation programs of the Company, including for greater certainty, ensuring that if any equity-based compensation plan is subject to shareholder approval, and that such approval is sought; (iv) periodically surveying the executive compensation practices of other comparable companies; (v) establishing and ensuring the satisfaction of performance goals for performance-based compensation; (vi) annually reviewing and approving the annual base salary and bonus targets for the senior executives of the Company, other than the Chief Executive Officer (the “CEO”); (vii) reviewing and approving annual corporate goals and objectives for the CEO and evaluating the CEO’s performance against such goals and objectives; (viii) annually reviewing and approving, based on the Compensation Committee’s evaluation of the CEO, the CEO’s annual base salary, the CEO’s bonus, and any stock option grants and other awards to the CEO under the Company’s compensation programs (in determining the CEO’s compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the compensation of CEOs at other companies, and the CEO’s compensation in past years); and (ix) review the annual report on executive compensation required to be prepared under applicable corporate and securities legislation and regulation including the disclosure concerning members of the Compensation Committee and settling the reports required to be made by the Compensation Committee in any document required to be filed with a regulatory authority and/or distributed to shareholders.

Code of Ethics

The Board has adopted a written code of business conduct and ethics. All transgressions of the code of business conduct and ethics are required to be promptly reported to the Chair of the Board or of any committee, who in turn, reports them to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is charged with investigating alleged violations of the code of business conduct and ethics. Any findings of the Corporate Governance and Nominating Committee are then reported to the full Board, which will take such action as it deems proper. The Company’s Code of Ethics may be inspected on the Company’s website at www.poet-technologies.com and is filed as an Exhibit to this Annual Report.

D. Employees

As of December 31, 2014 and March 15, 2015, the Company had 12 full-time employees and 5 consultants, including senior management; 10 employees and 2 consultants work at our lab facilities either as support staff or are engaged in research and development initiatives; 2 employees and 3 consultants are employed at the Canadian office. None of the Company’s employees are covered by collective bargaining agreements.

E. Share Ownership

The following table sets forth certain information regarding the beneficial ownership of our outstanding common shares for: (i) each of our Directors and Officers individually; (ii) all of our Directors and Officers as a group; and (iii) each other person known to us to own beneficially more than 5% of our common shares as of March 15, 2015. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. The table also includes the number of shares underlying options that are exercisable within sixty (60) days of March 15, 2015. Ordinary shares subject to these options are deemed to be outstanding for the purpose of computing the ownership percentage of the person holding these options, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

The shareholders listed below do not have any different voting rights from our other shareholders.

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	Number of Shares Beneficially Owned(1)		Percent of Class
Directors and Officers:
Sheldon Inwentash	10,875,500	(2)	6.00	%
Dr. Geoffrey Taylor	3,787,248	(3)	2.12	%
Peter Copetti	3,700,000	(4)	2.06	%
Chris Tsiofas	1,450,000	(5)	0.82	%
John F. O’Donnell	1,142,500	(6)	0.64	%
Stephane Gagnon	875,000	(7)	0.49	%
Kevin Barnes	442,463	(8)	0.25	%
Directors and Officers Subtotal	19,576,211		12.97	%

Major Shareholders:
Pinetree Capital Ltd.	19,121,570	(9)	10.47	%
Totus Inc.	200,000	(10)	0.11	%
Richard J. Patricio	10,000	(11)	0.01	%
Patricio/Pinetree Subtotal(12)	19,331,570		10.58	%

(1) The number of shares set forth for each Director, Officer and Major Shareholder is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(2) Mr. Inwentash owns shares directly as well as through his Registered Retirement Savings Plan. The aggregate holdings of the two accounts includes: (i) 5,929,500 common shares issued and outstanding and (ii) 4,946,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(3) Includes: (i) 1,003,998 common shares issued and outstanding and (ii) 2,740,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days. Mr. Taylor also has beneficial ownership of the shares owned by his wife, who owns 37,000 common shares issued and outstanding.

(4) Includes: (i) 100,000 common shares issued and outstanding and (ii) 3,600,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(5) Includes: (i) zero common shares issued and outstanding and (ii) 1,450,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(6) Includes: (i) 30,000 common shares issued and outstanding and (ii) 1,112,500 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(7) Includes: (i) zero common shares issued and outstanding and (ii) 875,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(8) Includes: (i) 7,463 common shares issued and outstanding and (ii) 435,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(9) Includes: (i) zero common shares issued and outstanding and (ii) 250,000 common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(10) Mr. Patricio owns (i) 10,000 common shares issued and outstanding and (ii) zero common shares that can be obtained upon the exercise of options or warrants within sixty (60) days.

(11) Mr. Patricio is the President of Pinetree Capital Ltd. and of Totus Inc., thus an aggregate of both Mr. Patricio, Totus Inc., and Pinetree Capital Ltd.’s holdings is disclosed.

See “ITEM 6.B. Compensation” for the exercise prices of options.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A . Major Shareholders

Holdings by Major Shareholders

Please refer to ITEM 6.E. “Share Ownership” for details regarding securities held by Directors, Officers and Major Shareholders.

As a result of the Company’s completion of a private placement on February 13, 2014, Pinetree Capital Ltd. (“Pinetree”) acquired beneficial ownership of an additional 2,775,385 common shares and 2,775,385 common share purchase warrants of the Company.

With the exception of the participation in private placements of equity by Pinetree and Mr. Inwentash there has not been a significant change in the percentage ownership held by any major shareholders during the past three years other than through public purchases or dispositions of shares on the TSXV.

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The Company’s major shareholders do not have different voting rights.

U.S. Share Ownership

As of March 15, 2015, there were a total of 999 holders of record of our common shares, of which 457 were registered with addresses in the U.S. We believe that the number of beneficial owners is substantially greater than the number of record holders, because a large portion of our common shares are held of record in broker “street names.” As of March 15, 2015, U.S. holders of record held approximately 2.97% of our outstanding common shares.

Control of Company

The Company is a publicly owned Ontario corporation, the shares of which are owned by Canadian residents, U.S. residents and other foreign residents. The Company is not controlled by any foreign government or other person(s) except as described in ITEM 4.A. “History and Progress of the Company” and ITEM 6.E. “Share Ownership.”

Change of Control of Company Arrangements

On August 13, 2013, the Board of Directors of the Company approved a resolution authorizing the Company to implement a Shareholders Rights Plan (a “Rights Plan”), subject to all required approvals, including TSXV approval. The shareholders of the Company ratified the Board’s resolution at a meeting held on August 12, 2014. Authorization of a Rights Plan is intended to reflect developments in Canada with respect to shareholder rights plans and is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Company. See ITEM 10.B. “Articles of the Corporation.”

B. Related Party Transactions

During the year ended December 31, 2014, the Company settled $100,000 previously advanced to Leon M. Pierhal the former President of the Company. The amount was non-interest bearing and short-term in nature.

In 2014, Mr. Pierhal received a severance package of $185,000 to be paid over one year, plus the ability to exercise his outstanding options to purchase 3,075,000 Common Shares for a one-year period. The full amount of the severance package has been accounted for during the year.

The firm of Stikeman Keeley Spiegel Pasternack LLP, of which Mr. O’Donnell is counsel, billed the sum of $174,549 for legal fees and disbursements incurred in 2014 (2013 $91,316).

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

The Company’s financial statements are stated in U.S. dollars and are prepared in accordance with IFRS as issued by the IASB.

The financial statements as required under “ITEM 17. Financial Statements” are attached hereto and found immediately following the text of this Annual Report. The audit report of Marcum LLP, independent registered public accounting firm, is included herein immediately preceding the consolidated financial statements.

Legal Proceedings

The directors and the senior management of the Company do not know of any material, either active or pending, legal proceedings against them, nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The directors and the senior management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest in the Company.

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Dividend Policy

The Company has not paid, and has no current plans to pay, dividends on its common shares. We currently intend to retain future earnings, if any, to finance the development of our business. Any future dividend policy will be determined by the Board, and will depend upon, among other factors, our earnings, if any, financial condition, capital requirements, any contractual restrictions with respect to the payment of dividends, the impact of the distribution of dividends on our financial condition, tax liabilities, and such economic and other conditions as the Board may deem relevant.

B. Significant Changes

As discussed in ITEM 5.B. “Liquidity and Capital Resources” and ITEM 10. “Additional Information,” the Company completed a non-brokered private placement financing of $4,546,000 in February of 2014.

During 2014, the Company raised $9,885,981 from the exercise of 19,384,712 warrants and 4,824,950 stock options.

Between January 1, 2015 and March 15, 2015, the Company raised $5,956,617 from the exercise of 9,450,500 warrants and 271,300 stock options.

In April 2014, the Company restructured its license agreement with UCONN, reducing the royalty payment obligation from 30% to 3% in exchange for the issuance of 2,000,000 common shares to UCONN.

ITEM 9. THE OFFER AND LISTING

A . Offer and Listing Details

The Company’s common shares began trading on the TSXV in Toronto, Ontario, Canada, on June 25, 2007. The current Stock symbol is “PTK”. The CUSIP/ISN numbers are 73044W104 / 73044W1041.

The following table lists the high and low sales price on the TSXV for the Company’s common shares for: the last six months; the last ten fiscal quarters; and the last five fiscal years.

Period Ended	High (CA$)		Low (CA$)

Monthly
March 15, 2015	$	1.55	$	1.38
February 28, 2015	$	1.62	$	1.21
January 31, 2015	$	1.60	$	1.01
December 31, 2014	$	1.58	$	0.97
November 30, 2014	$	1.61	$	0.65
October 31, 2014	$	1.41	$	0.77

Quarterly
March 31, 2015	$	1.62	$	1.01
December 31, 2014	$	1.61	$	0.65
September 30, 2014	$	2.24	$	0.90
June 30, 2014	$	2.87	$	1.26
March 31, 2014	$	1.49	$	0.49
December 31, 2013	$	0.60	$	0.315
September 30, 2013	$	0.57	$	0.415
June 30, 2013	$	0.62	$	0.39
March 31, 2013	$	0.69	$	0.44
December 31, 2012	$	0.74	$	0.355

Yearly
December 31, 2014	$	2.87	$	0.49
December 31, 2013	$	0.74	$	0.20
December 31, 2012	$	0.74	$	0.195
December 31, 2011	$	1.82	$	0.26
December 31, 2010	$	0.41	$	0.185

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B. Plan of Distribution

Not Applicable.

C. Markets

The Company’s common shares trade on the TSXV in Canada under the symbol “PTK”. The Company’s common shares also trade on the OTCQX International Marketplace under the symbol “POETF”.

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expenses of the Issue

Not Applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not Applicable.

B. Articles of the Corporation

The Company was originally formed under the British Columbia Company Act on February 9, 1972 as Tandem Resources Ltd. (“Tandem”). The Company took its current form after Tandem amalgamated with Stanmar Resources Ltd. and Keezic Resources Ltd. pursuant to Articles of Amalgamation on November 14, 1985. Tandem moved to Ontario by Articles of Continuance on January 3, 1997. Tandem changed its name to OPEL International Inc. by Articles of Amendment on September 26, 2006. OPEL International Inc. was continued under the New Brunswick Business Corporations Act on January 30, 2007, then back to Ontario by Articles of Continuance on November 30, 2010, changing its name to OPEL Solar International Inc. By Articles of Amendment on August 25, 2011, OPEL Solar International Inc. changed its name to OPEL Technologies, Inc. By Articles of Amendment on July 23, 2013, OPEL Technologies Inc. changed its name to POET Technologies Inc. Today, the Company is an Ontario corporation governed by the OBCA. The following are summaries of material provisions of our Articles of Continuance, as amended from time to time (the “Articles”), in effect as of the date of this Annual Report insofar as they relate to the material terms of our ordinary shares.

Register, Entry Number and Purposes

Our Articles of Continuance became effective on November 30, 2010. Our corporation number in Ontario is 641402. The Articles of Continuance do not contain a statement of the Company’s objects and purposes, however the Articles of Continuance provide that there are no restrictions on business that the Company may carry on or the powers the Company may exercise as permitted under the OBCA.

Board of Directors

Pursuant to our By-laws and the OBCA, a director or officer who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to, a material contract or proposed material contract with the Company, shall disclose the nature and extent of his interest at the time and in the manner provided by the OBCA. Any such contract or proposed contract shall be referred to the Board or shareholders for approval even if such contract is one that in the ordinary course of the Company’s business would not require approval by the Board or shareholders, and a director interested in a contract so referred to the Board shall not vote

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on any resolution to approve the same unless the contract or transaction: (i) relates primarily to his or her remuneration as a director of the Company or an affiliate; (ii) is for indemnity or insurance of or for the director or officer as permitted by the OBCA; or (iii) is with an affiliate.

Directors shall be paid such remuneration for their services as the Board may determine by resolution from time to time, and will be entitled to reimbursement for traveling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Neither the Company’s Articles nor By-laws require an independent quorum for voting on director compensation. Directors are not precluded from serving the Company in any other capacity and receiving remuneration therefor. A director is not required to hold shares of the Company. There is no age limit requirement respecting the retirement or non-retirement of directors.

The directors may sign the name and on behalf of the Company, or appoint any officer or officers or any person or persons on behalf of the Corporation either to sign on behalf of the Company, all instruments in writing and any instruments in writing so signed shall be binding upon the Company without further authorization or formality. The term “instruments in writing” includes contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities, instruments of proxy and all paper writing.

Nothing in the Company’s By-laws limits or restricts the borrowing of money by the Company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Company.

Rights, Preferences and Restrictions Attaching to Common Shares

The holders of common shares are entitled to vote at all meetings of the shareholders, except meetings at which only holders of a specified class of shares are entitled to vote. Each common share carries with it the right to one vote. Subject to the rights, privileges, restrictions and conditions attaching to any other class or series of shares of the Company, the holders of the common shares are entitled to receive any dividends declared and payable by the Company on the common shares. Dividends may be paid in money or property or by issuing fully paid shares of the Company. Subject to the rights, privileges, restrictions and conditions attaching to any other class or series of shares of the Company, the holders of the common shares are entitled to receive the remaining property of the Company upon dissolution.

The holder of the Company’s one outstanding Special Voting Share is not entitled to any dividends or other distributions in respect of such share or any proceeds of liquidation or dissolution. The holder of such share is entitled to receive notice of and to attend and vote at any annual and special meetings of the shareholders and is entitled to the number of votes as is equal to the aggregate number of common shares that may be acquired upon exercise of the holder exchange rights attached to outstanding shares of Exchangeable Common Stock. The Special Voting Share is automatically redeemed by the Company, without notice, immediately once no Exchangeable Common Shares remain outstanding. The Special Voting Share was cancelled following a Board resolution on June 21, 2013.

No shares have been issued subject to call or assessment. There are no preemptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds. The common shares must be issued as fully-paid and non-assessable, and are not subject to further capital calls by the Company. The common shares are without par value. All of the common shares rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and the entitlement to dividends.

The Company does not currently have any preferred shares outstanding.

Ordinary and Special Shareholders’ Meetings

The OBCA provides that the directors of a corporation shall call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting. The OBCA also provides that, in the case of an offering corporation, the directors shall place before each annual meeting of shareholders, the financial statements required to be filed under the Ontario Securities Act and the regulation thereunder relating to the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting and the immediately preceding financial year, if any.

The Board has the power to call a special meeting of shareholders at any time.

Notice of the date, time and location of each meeting of shareholders must be given not less than 21 days or more than 50 days before the date of each meeting to each director, to the auditor of the Company and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting.

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Notice of a meeting of shareholders called for any other purpose other than consideration of the minutes of an earlier meeting, financial statements, reports of the directors or auditor, setting or changing the number of directors, the election of directors and reappointment of the incumbent auditor, must state the general nature of the special business in sufficient detail to permit the shareholder to form a reasoned judgment on such business, must state the text of any special resolution to be submitted to the meeting, and must, if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it, a copy of the document or state that a copy of the document will be available for inspection by shareholders at the Company’s records office or another accessible location.

The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Company and the auditor of the Company. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct how the meeting may be held, including who may attend the meeting.

Limitations on Rights to Own Securities

No share may be issued until it is fully paid.

Neither Canadian law nor our Articles or By-laws limit the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”). The Investment Act generally prohibits implementation of a direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares of the Company by a non-Canadian (other than a “WTO Investor,” as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct control of the Company, and the value of the assets of the Company were CA$5.0 million or more (provided that immediately prior to the implementation of the investment the Company was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non-Canadian other than a WTO Investor if, immediately prior to the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of the Company and the value of the assets of the Company equaled or exceeded an amount determined by the Minister of Finance (Canada) (the “Minister”) on an annual basis. The Minister has determined that the threshold for review for WTO Investors or vendors (other than Canadians) to be CA$344 million for the year 2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the Company for purposes of the Investment Act if he or she acquired a majority of the common shares of the Company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national” of a country (other than Canada) that is a member of the World Trade Organization (“WTO Member”) or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO Investor” if it is a “WTO Investor-controlled entity,” pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common shares would be exempt from the Investment Act, including:

· an acquisition of the shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities;

Procedures to Change the Rights of Shareholders

In order to change the rights of our shareholders with respect to certain fundamental changes as described in Section 168 of the OBCA, the Company would need to amend our Articles to effect the change. Such an amendment would require the approval of holders of two-thirds of the votes of the Company’s common shares, and any other shares carrying the right to vote at any general meeting of the shareholders of the Company, cast at a duly called special meeting. The OBCA also provides that a sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of business of the corporation likewise requires the approval of the shareholders at a duly called special meeting. For such fundamental changes and sale, lease and exchange, a shareholder is entitled under the OBCA to dissent in respect of such a resolution amending the Articles and, if the resolution is adopted and the Company implements such changes, demand payment of the fair value of the shareholder’s common shares.

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Impediments to Change of Control

There are no provisions of our Articles or By-laws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company. On August 13, 2013, the Board of Directors of the Company approved a resolution authorizing the Company to implement a Shareholders Rights Plan (a “Rights Plan”), subject to all required approvals, including TSXV approval. The shareholders of the Company ratified the Board’s resolution at a meeting held on August 12, 2014. The approval of a Rights Plan is intended to reflect developments in Canada with respect to shareholder rights plans and is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Company.

The Rights Plan will provide the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure. Furthermore, the Rights Plan will allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.

The Rights Plan was not proposed in response to, or in anticipation of, any acquisition or takeover offer and is not intended to prevent a take-over bid for the Company. Under the Rights Plan, take-over bids that meet certain requirements intended to protect the interests of all shareholders will be deemed to be “Permitted Bids”. Permitted Bids must be made by way of a takeover bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for sixty days.

The details of the Rights Plan are summarized below.

Rights

One Right will be issued and will attach to each outstanding Common Share of the Company. A Right only becomes exercisable upon the occurrence of a Flip-In Event, which is a transaction by which a person becomes an Acquiring Person and which otherwise does not meet the requirements of a Permitted Bid. Prior to the Flip-In Event, the Rights are priced at five (5) times the Market Price of the Common Shares at the Separation Time (the “Exercise Price”). Separation Time means the close of business on the tenth Trading Day after the earlier of the first public announcement indicating that a person has become an Acquiring Person or the date of the commencement or first public announcement of an intention to commence a Take-over Bid (other than a Permitted Bid or Competitive Permitted Bid). If a Flip-In Event occurs, each Right issued under the Rights Plan thereafter will entitle all holders, other than the Acquiring Person, to purchase for the Exercise Price (5 times the Market Price) that number of Common Shares of the Company having an aggregate market value equal to twice the Exercise Price (2 times 5 times the Market Prices being 10 times the Market Price). The result of this provision is that, in the event a Flip-In Event occurs, subject to all other provisions of this agreement, each Right will constitute the right to purchase from the Company ten (10) additional Common Shares at 50% of the Market Price at the time of the Flip-In Event. This purchase could cause substantial dilution to the person or group of persons attempting to acquire control of the Company, other than by way of a Permitted Bid. The Rights expire on the termination of the Rights Plan, unless redeemed before such time.

Acquiring Person

An Acquiring Person is generally a person who becomes the beneficial owner of 20% or more of the outstanding Common Shares of the Company. Under the Rights Plan, there are various exceptions to the definition of Acquiring Person, including a person who acquires 20% or more of the outstanding Common Shares from (i) acquisitions of Common Shares by the Company (e.g. through an issuer bid), (ii) pro rata distributions of Common Shares by the Company, (iii) acquisitions of Common Shares upon exercise of Convertible Securities acquired pursuant to certain exempt transactions, (iv) an amalgamation, merger or other statutory procedure requiring shareholder approval, or (v) the issuance of Common Shares on an exempt private placement basis (subject to certain limits); and underwriters who acquire Common Shares for the purpose of a public distribution.

Beneficial Ownership

The thresholds for triggering the Rights Plan are based on the percentage of shares that are Beneficially Owned by a person or its Affiliates or Associates. This is defined in terms of legal or beneficial ownership of Common Shares. In addition, a person is deemed to be the Beneficial Owner of Common Shares in circumstances where that person or its Affiliates or Associates, as such terms are defined in the Rights Plan, and any other person acting jointly or in concert with such person, has a right to acquire Common Shares within 60 days. There are various exceptions to this definition set forth in the Rights Plan.

Permitted Bid

If a Take-over Bid is structured as a Permitted Bid, a Flip-In Event will not occur and the Rights will not become exercisable. Permitted Bids must be made by means of a Take-over Bid circular and comply with the following:

· the Take-over Bid must be made to all shareholders other than the bidder;

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· the Take-over Bid must not permit the bidder to take up any Common Shares that have been tendered pursuant to the Take-over Bid prior to the expiry of a period not less than 60 days after the Take-over Bid is made, and then only if at such time more than 50% of the Common Shares held by the Independent Shareholders (which term generally includes shareholders other than the bidder, its Affiliates, Associates and persons acting jointly or in concert with the bidder), have been tendered pursuant to the Take-over Bid and not withdrawn;

· the Take-over Bid must contain an irrevocable and unqualified provision that, unless it is withdrawn, Common Shares may be tendered at any time during the 60-day period referred to in the immediately preceding paragraph and that any Common Shares deposited pursuant to the Take-over Bid may be withdrawn until they have been taken up and paid for; and

· the Take-over Bid must contain an irrevocable and unqualified provision that, if more than 50% of the Common Shares held by Independent Shareholders are tendered pursuant to the Takeover Bid within the 60-day period, then the bidder must make a public announcement of that fact and the Take-over Bid must then remain open for an additional 10 business days from the date of such public announcement.

The Rights Plan also allows a Competing Permitted Bid to be made while a Permitted Bid is in existence. A Competing Permitted Bid is a Take-over Bid that is made after a Permitted Bid has been made, but prior to its expiry, that satisfies all of the requirements of a Permitted Bid, except that (i) no Common Shares will be taken up or paid for until the later to occur of the date which is generally 35 days after the date the Take-over Bid is made and the 60th day after the date of the Permitted Bid that is then outstanding, and (ii) at the close of business on the date Common Shares are first taken up or paid for, more than 50% of the then outstanding Common Shares held by Independent Shareholders have been tendered in such Take-over Bid and not withdrawn. If this 50% requirement is satisfied, the applicable bidder must make a public announcement of that fact and the Take-over Bid must remain open for tenders of Common Shares for at least ten business days after the date of such public announcement.

The requirements of a Permitted Bid and a Competing Permitted Bid enable shareholders to decide whether the Take-over Bid or any Competing Permitted Bid is adequate on its own merits, without being influenced by the likelihood that a Take-over Bid will succeed. Moreover, if there is sufficient support for a Take-over Bid such that at least 50% of the Common Shares held by Independent Shareholders have been tendered to it, a shareholder who has not yet tendered to that bid will have a further 10 business days in which to decide whether to withdraw its Common Shares from a Competing Take-over Bid, if any, and whether to tender to the Take-over Bid.

Waiver and Redemption

Until the occurrence of a Flip-In Event as to which the Board has not issued a waiver, the Board, with the prior consent of the holders of Common Shares, may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 (subject to adjustment) per Right. In addition, until the occurrence of a Flip-In Event as to which the Board has not issued a waiver, the Board may determine to waive the application of the Rights Plan to any Flip-In Event, provided that the Board will be deemed to have waived the application of the Rights Plan to any other Flip-In Event occurring by reason of a Take-over Bid made prior to the expiry of the Take-over Bid in respect of which the waiver is granted. The Board may also waive the application of the Rights Plan to any Flip-In Event if the Board determines that the Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person and such Person has reduced its Beneficial Ownership of Common Shares such that, at the time of the granting of a waiver, such Person is no longer an Acquiring Person. The Board will be deemed to have redeemed the Rights at the Redemption Price on the date that the Person making the Permitted Bid, Competing Permitted Bid or Takeover Bid in respect of which the Board has waived or been deemed to waive the application of the Rights Plan, has taken up and paid for the Common Shares pursuant to the applicable bid.

Termination

The Rights Plan will expire, subject to certain conditions, at the close of the Annual Meeting of Shareholders of the Company three years after the Rights Plan is ratified by shareholders, and every three-year anniversary thereafter and so on unless the continuation of the Rights Plan for each such three- year period (or other period approved by the Independent Shareholders) is approved by the Independent Shareholders of the Company.

Full Text of Rights Plan

The full text of the Rights Plan is contained in a Shareholders’ Rights Plan Agreement between the Company and the Rights Agent, TMX Equity Transfer Services Inc., and is available without charge, by the Corporate Secretary of the Company at (416) 368-9411.

The Rights Plan will be subject to reconfirmation at every third annual meeting of shareholders subsequent to the approval date until its expiry. If the shareholders do not confirm the Rights Plan, the Rights Plan will terminate and cease to be effective at that time.

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Stockholder Ownership Disclosure Threshold in Bylaws

Neither our Articles nor By-laws contain a provision governing the ownership threshold above which shareholder ownership must be disclosed. Pursuant to securities legislation, an Early Warning Report and an Insider Report must be filed if a shareholder obtains ownership on a partially diluted basis of 10% or greater of the Company.

Special Conditions for Changes in Capital

The conditions imposed by the Company’s Articles are not more stringent than required under the OBCA.

C. Material Contracts

In addition to any contracts described in “ITEM 7.B. Related Party Transactions” or “ITEM 4. Business Overview”, we have entered into the following material contracts to which we have been a party within the two years immediately preceding the date of this document. Other than contracts entered into in the ordinary course of business, we have not been a party to any other contract within such two year period.

1. On December 14, 2012, the Company entered into an Asset Purchase Agreement with Tracker Acquisition, Inc., a subsidiary of Northern States Metals, whereby the Company sold certain assets used in connection with its solar business for the purchase price of $1,000,000.

2. On May 21, 2008, the Company entered into an Agreement with BAE Systems Information And Electronic Systems Integration, Inc. (“BAE”), with a term of 15 years, whereby BAE and the Company initiated a joint development program of the Company’s POET technology, with royalties running from each to the other for licensed products sold. This Agreement was supplemented on February 25, 2015 to expand the scope of work to be performed through 2015.

3. On April 28, 2003, the Company entered into a License Agreement with the University of Connecticut (“UCONN”), as amended on April 15, 2014 whereby UCONN granted the Company an exclusive license to the intellectual property developed under the direction of Dr. Taylor that is owned or jointly owned by UCONN for the payment of $50,000 due in the first and each subsequent year after the Company has revenue of $100,000 from the products developed pursuant to the licensed intellectual property, such amounts of consideration subject to increase by 25% every two years, up to a maximum of $1,000,000. In addition, the Company must pay annually to UCONN 3% of any sublicense revenue received for commercial, royalty bearing sublicenses of licensed intellectual property to third parties. By making a $100,000 payment to UCONN in April 2007, the license became irrevocable. As consideration for the amendment entered into on April 15, 2014, changing the royalty rate to 3%, the Company issued 2,000,000 common shares, subject to approval of the TSXV, which shall be restricted from trading until May 31, 2016.

4. On October 21, 2010, the Company entered into a Lease Agreement, as amended on March 20, 2013, with UCONN whereby the Company leases property from UCONN beginning on April 1, 2010 and extending through March 31, 2014. Monthly rent increases from $6,130 in the first three months of year one to $10,966 in year five. This Agreement was renewed on December 11, 2014 for a period of one year commencing April 1, 2015 and ending on March 31, 2016. The renewal provides for an annual rent of $158,894, discounted to $144,490 if the full amount is prepaid.

5. On February 15, 2013, the Company entered into a Service Agreement with True South Renewables, Inc. (“True South”), for a period of five years, whereby the True South will perform monitoring and maintenance services on solar trackers installed by the Company prior to the discontinuation of the solar business and divestiture of the solar assets. The Company will pay a minimum of $6,000.00 in the first year and $8013.00 in the fifth year, in addition to hourly charges for labor and travel.

6. On February 14, 2013, the Company entered into a letter agreement with IBK Capital Corp. (“IBK”) pursuant to which IBK would act as agent in conjunction with the private placement of units of the Company in exchange for consideration comprised of 7.0% of gross proceeds from the private placement and compensation options equal to 10.0% of the aggregate number of units sold pursuant to the private placement.

7. On March 20, 2012, the Company entered into a Credit Agreement with TCA Global Credit Master Fund, LP, as amended on July 17, 2012, providing for a revolving credit facility. Consideration included interest payments as well as an investment banking services fee equal to 500,000 shares at a deemed price of CA$0.30, or $150,000. This Credit Agreement was terminated on September 14, 2012.

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D. Exchange Controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company’s securities, except as discussed in “ITEM 10.E. Taxation” below.

E. Taxation

Canadian Federal Income Tax Considerations

The Company believes the following is a brief summary of the material principal Canadian federal income tax consequences to a U.S. Holder (as defined below) of common shares of the Company who deals at arm’s length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Tax Act”) and the Canada — U.S. Income Tax Convention (1980) (the “Treaty”), is at all relevant times resident in the U.S., is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere. U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder in force at the date hereof, all specific proposals to amend such regulations and the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the current provisions of the Convention and the current administrative practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary does not otherwise take into account or anticipate any changes in law or administrative practices whether by legislative, governmental or judicial decision or action, nor does it take into account tax laws of any province or territory of Canada or of the U.S. or of any other jurisdiction outside Canada.

For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be converted into Canadian dollars based on the relevant exchange rate applicable thereto.

This summary does not address all aspects of Canadian federal income taxation that may be relevant to any particular U.S. Holder in light of such holder’s individual circumstances. Accordingly, U.S. Holders should consult with their own tax advisors for advice with respect to their own particular circumstances.

Under the Tax Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Tax Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

A U.S. Holder will generally not be subject to tax under the Tax Act on any capital gain realized on a disposition of common shares, provided that the shares do not constitute “taxable Canadian property” to the U.S. Holder at the time of disposition. Generally, common shares will not constitute taxable Canadian property to a U.S. Holder provided that such shares are listed on a designated stock exchange (which currently includes the TSXV) at the time of the disposition and, during the 60-month period immediately preceding the disposition, the U.S. Holder, persons with whom the U.S. Holder does not deal at arm’s length, or the U.S. Holder together with all such persons has not owned 25% or more of the issued shares of any series or class of the Company’s capital stock.

If the common shares constitute taxable Canadian property to a particular U.S. Holder, any capital gain arising on their disposition may be exempt from Canadian tax under the Convention if at the time of disposition the common shares do not derive their value principally from real property situated in Canada.

U.S. Federal Income Tax Considerations

Subject to the limitations described herein, the following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder of our common shares. A “U.S. Holder” means a holder of our common shares who is:

· an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes;

· a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the U.S. or under the laws of the U.S. or any political subdivision thereof, or the District of Columbia;

· an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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· a trust (i) if, in general, a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Unless otherwise specifically indicated, this discussion does not consider the U.S. tax consequences to a person that is not a U.S. Holder (a “Non-U.S. Holder”). This discussion considers only U.S. Holders that will own our common shares as capital assets (generally, for investment) and does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each U.S. Holder’s decision to purchase our common shares.

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current and proposed Treasury Regulations promulgated thereunder, and administrative and judicial decisions as of the date hereof, all of which are subject to change, possibly on a retroactive basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. Holder in light of such holder’s individual circumstances. In particular, this discussion does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to U.S. Holders that are subject to special treatment, including U.S. Holders that:

· are broker-dealers or insurance companies;

· have elected market-to-market accounting;

· are tax-exempt organizations or retirement plans;

· are financial institutions or “financial services entities”;

· hold our common shares as part of a straddle, “hedge” or “conversion transaction” with other investments;

· acquired our common shares upon the exercise of employee stock options or otherwise as compensation;

· own directly, indirectly or by attribution at least 10% of our voting power;

· have a functional currency that is not the U.S. Dollar;

· are grantor trusts;

· are certain former citizens or long-term residents of the U.S.; or

· are real estate trusts or regulated investment companies.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its tax consequences.

In addition, this discussion does not address any aspect of state, local or non-U.S. laws or the possible application of U.S. federal gift or estate taxes.

Each holder of our common shares is advised to consult its own tax advisor with respect to the specific tax consequences to it of purchasing, holding or disposing of our common shares, including the applicability and effect of federal, state, local and foreign income tax and other laws to its particular circumstances.

Distributions

Subject to the discussion below under “ Passive Foreign Investment Company Status ,” a U.S. Holder will be required to include in gross income as ordinary dividend income the amount of any distribution paid on our common shares, including any non-U.S. taxes withheld from the amount paid, to the extent the distribution is paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of such earnings and profits will be applied against and will reduce the U.S. Holder’s basis in our common shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of our common shares. The dividend portion of such distributions generally will not qualify for the dividends received deduction available to corporations.

Subject to the discussion below under “ Passive Foreign Investment Company Status ,” dividends that are received by U.S. Holders that are individuals, estates or trusts will be taxed at the rate applicable to long-term capital gains (a maximum rate of 20% for taxable years beginning after January 1, 2013), provided that such dividends meet the requirements of “qualified dividend income.” For this purpose, qualified dividend income generally includes dividends paid by a non-U.S. corporation if certain holding period and other requirements are met and the non-U.S. corporation is eligible for benefits of a comprehensive income tax treaty with the U.S., which benefits include an information exchange program and is determined to be satisfactory by the U.S. Secretary of the Treasury. The IRS has determined that the U.S.-Canada Tax Treaty is satisfactory for this purpose. Dividends that fail to meet such requirements, and dividends received by corporate U.S. Holders, are taxed at ordinary income rates. No dividend received by a U.S. Holder will be a qualified dividend (i) if the U.S. Holder held the common share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that is 60 days before the ex-dividend date with respect to such dividend, excluding

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for this purpose, under the rules of Code Section 246(c), any period during which the U.S. Holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such common share (or substantially identical securities); or (ii) to the extent that the U.S. Holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to the common share with respect to which the dividend is paid. If we were to be a “passive foreign investment company” (as such term is defined in the Code) for any taxable year, dividends paid on our common shares in such year or in the following taxable year would not be qualified dividends. In addition, a non-corporate U.S. Holder will be able to take a qualified dividend into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so; in such case the dividend will be taxed at ordinary income rates.

Distributions of current or accumulated earnings and profits paid in foreign currency to a U.S. Holder (including any non-U.S. taxes withheld therefrom) will be includible in the income of a U.S. Holder in a U.S. Dollar amount calculated by reference to the exchange rate on the day the distribution is received. A U.S. Holder that receives a foreign currency distribution and converts the foreign currency into U.S. dollars subsequent to receipt may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.

U.S. Holders will have the option of claiming the amount of any non-U.S. income taxes withheld at source either as a deduction from gross income or as a dollar-for-dollar credit against their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the non-U.S. income taxes withheld, but such amount may be claimed as a credit against the individual’s U.S. federal income tax liability. The amount of non-U.S. income taxes which may be claimed as a credit in any taxable year is subject to complex limitations and restrictions, which must be determined on an individual basis by each shareholder. These limitations include, among others, rules which limit foreign tax credits allowable with respect to specific classes of income to the U.S. federal income taxes otherwise payable with respect to each such class of income. A U.S. Holder will be denied a foreign tax credit with respect to non-U.S. income tax withheld from a dividend received on the common shares if such U.S. Holder has not held the common shares for at least 16 days of the 31-day period beginning on the date which is 15 days before the ex-dividend date with respect to such dividend, or to the extent such U.S. Holder is under an obligation to make related payments with respect to substantially similar or related property. Any days during which a U.S. Holder has substantially diminished its risk of loss on the common shares are not counted toward meeting the required 16-day holding period. Distributions of current or accumulated earnings and profits generally will be foreign source passive income for U.S. foreign tax credit purposes.

Disposition of Common Shares

Subject to the discussion below under “ Passive Foreign Investment Company Status ,” upon the sale, exchange or other disposition of our common shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s basis in such common shares, which is usually the cost of such shares, and the amount realized on the disposition. A U.S. Holder that uses the cash method of accounting calculates the U.S. Dollar value of the proceeds received on the sale as of the date that the sale settles, while a U.S. Holder that uses the accrual method of accounting is required to calculate the value of the proceeds of the sale as of the “trade date,” unless such U.S. Holder has elected to use the settlement date to determine its proceeds of sale. Capital gain from the sale, exchange or other disposition of common shares held more than one year is long-term capital gain, and is eligible for a reduced rate of taxation for individuals (currently a maximum rate of 20% for taxable years beginning after January 1, 2013). Gains recognized by a U.S. Holder on a sale, exchange or other disposition of common shares generally will be treated as U.S. source income for U.S. foreign tax credit purposes. A loss recognized by a U.S. Holder on the sale, exchange or other disposition of common shares generally is allocated to U.S. source income. The deductibility of capital losses recognized on the sale, exchange or other disposition of common shares is subject to limitations. A U.S. Holder that receives foreign currency upon disposition of common shares and converts the foreign currency into U.S. dollars subsequent to the settlement date or trade date (whichever date the taxpayer was required to use to calculate the value of the proceeds of sale) may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. Dollar, which will generally be U.S. source ordinary income or loss.

Passive Foreign Investment Company Status

We would be a passive foreign investment company (a “PFIC”) if (taking into account certain “look-through” rules with respect to the income and assets of our corporate subsidiaries in which we own 25 percent (by value) of the stock) either (i) 75 percent or more of our gross income for the taxable year was passive income or (ii) the average percentage (by value) of our total assets that are passive assets during the taxable year was at least 50 percent.

If we were a PFIC, each U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gain recognized from the disposition of our common shares (including gain deemed recognized if the common shares are used as security for a loan) and upon receipt of certain “excess distributions” (generally, distributions that exceed 125% of the average amount of

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distributions in respect to such common shares received during the preceding three taxable years or, if shorter, during the U.S. Holder’s holding period prior to the distribution year) with respect to our common shares as if such income had been recognized ratably over the U.S. Holder’s holding period for the common shares. The U.S. Holder’s income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year period prior to the first day of the first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income tax rate in effect for each other taxable year period to which income is allocated, and an interest charge on the tax as so computed would also apply. Additionally, if we were a PFIC, U.S. Holders who acquire our common shares from decedents (other than nonresident aliens) would be denied the normally available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the decedent’s basis, if lower.

As an alternative to the tax treatment described above, a U.S. Holder could elect to treat us as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder would be taxed currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge). Special rules apply if a U.S. Holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. In the event that we conclude that we will be classified as a PFIC, we will make a determination at such time as to whether we will be able to provide U.S. Holders with the information that is necessary to make a QEF election. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. Holder’s basis in its common shares will increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is in effect with respect to the entire holding period for its common shares, any gain or loss realized by such holder on the disposition of its common shares held as a capital asset ordinarily will be capital gain or loss. Such capital gain or loss ordinarily would be long-term if such U.S. Holder had held such common shares for more than one year at the time of the disposition. For non-corporate U.S. Holders, long-term capital gain is generally subject to a maximum U.S. federal income tax rate of 15% for taxable years beginning on or before December 31, 2012. The QEF election is made on a shareholder-by-shareholder basis, applies to all common shares held or subsequently acquired by an electing U.S. Holder and can be revoked only with the consent of the IRS.

As an alternative to making the QEF election, a U.S. Holder of PFIC stock which is publicly traded may in certain circumstances avoid certain of the tax consequences generally applicable to holders of a PFIC by electing to mark the stock to market and recognizing as ordinary income or loss, each taxable year that we are a PFIC, an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S. Holder’s adjusted tax basis in the PFIC stock. Special rules apply if a U.S. Holder makes a mark-to-market election after the first taxable year in its holding period in which we are a PFIC. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable years. This election is available for so long as the Company’s common shares constitute “marketable stock,” which includes stock of a PFIC that is “regularly traded” on a “qualified exchange or other market.” Generally, a “qualified exchange or other market” includes a national market system established pursuant to Section 11A of the Exchange Act, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and that has certain characteristics. A class of stock that is traded on one or more qualified exchanges or other markets is “regularly traded” on an exchange or market for any calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial public offering. It is not entirely clear whether either the OTCBB or TSXV are qualified exchanges or other markets, or whether there will be sufficient trading volume with respect to the Company’s common shares, and accordingly, whether the common shares will be “marketable stock” for these purposes. Furthermore, there can be no assurances that the Company’s common shares will continue to trade on any of the exchanges listed above.

We believe we were not a PFIC for the year ending December 31, 2014 and do not expect to be classified as a PFIC for the year ending December 31, 2015. However, PFIC status is determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market capitalization. Therefore, there can be no assurance that we will not become a PFIC for the current taxable year ending December 31, 2015 or in a future taxable year. We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year.

Non–U.S. Holders

Except as described in “ Information Reporting and Backup Withholding ” below, a Non-U.S. Holder of common shares will not be subject to U.S. federal income or withholding tax on the payment of dividends on, or the proceeds from the disposition of, our common shares, unless, in the case of U.S. federal income taxes:

· such item is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. and, in the case of a resident of a country which has a treaty with the U.S., such item is attributable to a permanent establishment or, in the case of an individual, a fixed place of business, in the U.S.; or

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· the Non-U.S. Holder is an individual who holds the common shares as a capital asset and is present in the U.S. for 183 days or more in the taxable year of the disposition of our common shares and certain other conditions are met.

Information Reporting and Backup Withholding

U.S. Holders (other than exempt recipients, such as corporations) generally are subject to information reporting requirements with respect to dividends paid on, or proceeds from the disposition of, our common shares. U.S. Holders are also generally subject to backup withholding (currently at a rate of 28%) on dividends paid on, or proceeds from the disposition of, our common shares unless the U.S. Holder provides IRS Form W-9 or otherwise establishes an exemption.

Non-U.S. Holders generally are not subject to information reporting or backup withholding with respect to dividends paid on, or proceeds from the disposition of, our common shares, provided that such Non-U.S. Holder provides taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption.

The amount of any backup withholding will be allowed as a credit against a U.S. or Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is furnished to the IRS.

F. Dividends and Paying Agents

Not Applicable.

G. Statements by Experts

The consolidated financial statements of POET Technologies Inc. as of December 31, 2014 and 2013 and for each of the years in the three-year period ended December 31, 2014, included herein, have been audited by Marcum LLP, our independent registered accounting firm for that period, 185 Asylum St, 17 th Floor, Hartford, CT 06103, USA, as stated in their report appearing herein, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

H. Documents on Display

The Company’s documents can be viewed at its Canadian office, located at: Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1, Canada. Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and files reports, Annual Reports and other information with the SEC. The Company’s reports, Annual Reports and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location: 100 F Street NE, Washington, D.C. 20549.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.

We maintain a corporate website at www.poet-technologies.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report on Form 20-F. We have included our website address in this Annual Report on Form 20-F solely as an inactive textual reference.

I. Subsidiary information

Not Applicable.

ITEM 11. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Short-term investments bear interest at fixed rates, and as such, are subject to interest rate risk resulting from changes in fair value from market fluctuations in interest rates. The Company does not depend on interest from its investments to fund its operations.

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Exchange Rate Risk

The functional currency of the Company is the U.S. dollar. The Company is exposed to foreign currency risk with the Canadian dollar. For example, in 2014, a 10% change in the Canadian dollar would increase or decrease other comprehensive income by $829,458. Since the Company’s operations predominantly transact their sales and purchases in their respective domestic currencies, the exposure is reduced. Therefore, the Company typically does not hedge accounts receivable and accounts payable that are denominated in a foreign currency.

The following table shows exchange rates, from CAD to USD, for the past six months:

Period	High (1)	Low (1)	Average (2)
March 2015 (1-15)	0.8060	0.7798	0.7936
February 2015	0.8035	0.7960	0.8000
January 2015	0.8294	0.8225	0.8254
December 2014	0.8895	0.8650	0.8671
November 2014	0.8855	0.8799	0.8829
October 2014	0.8948	0.8885	0.8919
September 2014	0.9109	0.9056	0.9081
Sept. 2014 — Mar. 15, 2015	0.9109	0.7798	0.8563

(1) Bank of Canada monthly average rates

(2) Bank of Canada daily noon average rates

Market Risk

Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company is exposed to fair value fluctuations on its cash equivalents. The Company’s other financial instruments (cash and accounts payable and accrued liabilities) are not subject to market risk, due to the short-term nature of these instruments.

ITEM 12. Description of Securities Other than Equity Securities

A. Debt Securities

Not Applicable

B. Warrants and Rights

Not Applicable.

C. Other Securities

Not Applicable.

D . American Depositary Shares

Not Applicable.

PART II

ITEM 13. Defaults, Dividend Arrearages and Delinquencies

Not Applicable.

ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not Applicable.

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ITEM 15. Controls and Procedures

(a) Disclosure Controls and Procedures

We have performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that the material financial and non-financial information required to be disclosed to the SEC is recorded, processed, summarized and reported timely. Based on our evaluation, our management, including the CEO and CFO, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report are effective. Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in our reports.

(b) Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal controls over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Not applicable.

(d) Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. Audit Committee Financial Expert

Our Board of Directors has determined that Chris Tsiofas is the audit committee financial expert. The Board has determined that Mr. Tsiofas satisfies the criteria of “audit committee financial expert” within the meaning of Item 401(h) of regulation S-K and is independent in accordance with Rule 4200 of the Nasdaq Marketplace Rules.

ITEM 16B. Code of Ethics

In December 2007, our Board of Directors adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all our employees, including without limitation our chief executive officer, chief financial officer and principal accounting officer. Our Code may be viewed on our website at www.poet-technologies.com and is filed as an Exhibit to this Annual Report. A copy of our Code may be obtained, without charge, upon a written request addressed to our investor relations department, 121 Richmond Street West, Suite 201, Toronto, Ontario M5H 2K1, Canada.

ITEM 16C. Principal Accountant Fees and Services

Fees Paid to Independent Registered Public Accounting Firm

The following table sets forth, for each of the years indicated, the fees billed by our independent registered public accounting firm, Marcum LLP.

	Year Ended December 31,
Services Rendered	2014		2013
	(in US$)

Audit Fees(1)	$	59,000	$	157,000
Tax Fees(2)	10,000		13,000
Total	69,000		170,000

(1)	Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.
(2)	Tax fees relate to tax compliance, planning and advice.

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Our Audit Committee, in accordance with its charter, reviews and pre-approves all audit services and permitted non-audit services (including the fees and other terms) to be provided by our independent auditors.

Not Applicable.

ITEM 16D. Exemptions from the Listing Standards for Audit Committees

Not Applicable.

ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable.

ITEM 16F. Change in Registrant’s Certifying Accountants

Not Applicable.

ITEM 16G. Corporate Governance

Not Applicable.

ITEM 16H. Mine Safety Disclosure

Not Applicable.

PART III

ITEM 17. Financial Statements

The Company’s consolidated financial statements are stated in U.S. dollars and are prepared in accordance with IFRS.

The consolidated financial statements required under ITEM 17 are attached hereto and found immediately following the text of this Annual Report and are incorporated by reference herein. The audit report of Marcum LLP, independent registered public accounting firm, is included herein immediately preceding the audited consolidated financial statements.

a. Audited Financial Statements — for the years ended December 31, 2014, 2013 and 2012 and as of December 31, 2014 and 2013.

ITEM 18. Financial Statements

The Company has elected to provide financial statements pursuant to ITEM 17.

ITEM 19. Exhibits

1.1 Certificate and Articles of Continuance *

1.2 Amended and Restated Bylaws **

4.1 Asset Purchase Agreement with Tracker Acquisition, Inc., dated December 17, 2012 *

4.2 Agreement with BAE Systems Information And Electronic Systems Integration, Inc., dated May 21, 2008 *

4.3 License Agreement with the University of Connecticut, dated April 28, 2003, as amended April 15, 2014 *

4.4 Lease Agreement with the University of Connecticut, dated December 11, 2014. **

4.5 Agency Agreement with IBK Capital Corp., dated February 14, 2013 *

4.6 Credit Agreement with TCA Global Credit Master Fund, LP, dated March 30, 2012 *

4.7 Memorandum of Understanding with Ajit Manocha, dated July 3, 2014 **

4.8 Letter of Agreement with Daniel DeSimone, dated March 28, 2014 **

4.9 Executive Employment Agreement with Peter Copetti, dated June 30, 2014 **

4.10 Shareholder Rights Plan Agreement between the Company and TMX Equity Transfer Services, Inc. **

4.11 Consulting Agreement with Dr. Geoff Taylor, dated January 12, 2015 **

4.12 Employment Agreement with Stephane Gagnon, dated November 5, 2013 *

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4.13 2014 Stock Option Plan **

4.14 Form of Option Agreement *

4.15 Form of Warrant for Purchase of Common Shares *

4.16 Stock Specimen Certificate *

8.1 List of Subsidiaries: See ITEM 4.C.

11.1 Code of Business Conduct and Ethics **

12.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) **

12.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) **

13.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

13.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

* Filed as an exhibit to the Company’s registration statement under the Securities and Exchange Act on Form 20-F/A on May 15, 2014 and incorporated herein by reference.

** Filed herewith.

WHERE TO FIND ADDITIONAL INFORMATION

We file reports and other information with the Securities and Exchange Commission located at 100 F Street NE, Washington, D.C. 20549; you may obtain copies of our filings with the SEC by accessing their website located at www.sec.gov. Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The accompanying consolidated financial statements of the Company and other financial information contained in this Annual Report are the responsibility of management. The consolidated financial statements have been prepared in conformity with IFRS, using management’s best estimates and judgments, where appropriate. In the opinion of management, these consolidated financial statements reflect fairly the financial position and the results of operations and cash flows of the Company within reasonable limits of materiality. The financial information contained elsewhere in this Annual Report has been reviewed to ensure consistency with that in the consolidated financial statements.

To assist management in discharging these responsibilities, the Company maintains a system of procedures and internal control which is designed to provide reasonable assurance that its assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management’s authorization and that the financial records form a reliable base for the preparation of accurate and reliable financial information.

The Board of Directors ensures that management fulfills its responsibilities for the financial reporting and internal control. The Board of Directors exercises this responsibility through its independent Audit Committee comprising a majority of unrelated and outside directors. The Audit Committee meets periodically with management and annually with the external auditors to review audit recommendations and any matters that the auditors believe should be brought to the attention of the Board of Directors. The Audit Committee also reviews the consolidated financial statements and recommends to the Board of Directors that the statements be approved for issuance to the shareholders.

The consolidated financial statements for the years ended December 31, 2014, 2013 and 2012 have been audited by Marcum LLP, independent registered public accounting firm, which has full and unrestricted access to the Audit Committee. Marcum’s report on the consolidated financial statements is presented herein.

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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	POET TECHNOLOGIES INC.

	/s/ Peter Copetti
	Peter Copetti
	Interim CEO and
	Co-Executive Chairman

Date: April 13, 2015

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the

Board of Directors and Shareholders

of POET Technologies Inc.

We have audited the accompanying consolidated statements of financial position of POET Technologies Inc. (“the Company”) as of December 31, 2014 and 2013 and the related consolidated statements of operations and deficit, comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of POET Technologies Inc., as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As described in Note 20, the Company made an accounting policy change to capitalize its patent registration costs. The previous accounting policy was to charge patent registration costs against profit and loss in the year those costs are incurred. The 2013 and 2012 financial statements presented herein have been restated. Our opinion is not modified with respect to that matter.

/s/ Marcum LLP

Hartford, Connecticut

April 13, 2015

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POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in US Dollars)		Restated

December 31 ,	2014			2013

Assets
Current
Cash and cash equivalents	$	11,287,864		$	3,260,967
Prepaids and other current assets	243,501			267,012
Marketable securities (Note 4)	—			397

	11,531,365			3,528,376
Property and equipment (Note 5)	1,058,860			903,792
Patents and licenses (Note 6)	260,721			125,676

	$	12,850,946		$	4,557,844

Liabilities

Current
Accounts payable and accrued liabilities (Note 7)	$	451,724		$	256,027

Shareholders’ Equity

Share capital (Note 8(b))	61,688,953			42,911,455
Warrants (Note 9)	6,458,659			8,135,590
Contributed surplus (Note 10)	23,616,664			20,261,067
Accumulated other comprehensive loss	(584,552		)	(11,593		)
Deficit	(78,780,502		)	(66,994,702		)

	12,399,222			4,301,817

	$	12,850,946		$	4,557,844

Commitments and contingencies (Note 12)

The accompanying notes are an integral part of these consolidated financial statements.

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POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in US Dollars)

	For the Years Ended December 31,
				Restated			Restated
	2014			2013			2012

Costs and Expenses
General and Administration (Note 18)	$	9,677,705		$	6,284,288		$	3,023,471
Research and Development (Note 18)	2,277,927			1,925,974			1,093,998
Investment Income, including interest	—			(18,371		)	—
Total Expenses	11,955,632			8,191,891			4,117,469

Loss before the following
Other income (Note 2)	169,832			342,874			238,806
Net Loss for the Period
Loss from continuing operations	(11,785,800		)	(7,849,017		)	(3,878,663		)
Loss from discontinued operations, net of taxes	—			—			(4,685,449		)
Net Loss	(11,785,800		)	(7,849,017		)	(8,564,112		)
Deficit, beginning of period	(66,994,702		)	(59,145,685		)	(50,442,457		)
Divestiture of non-controlling interest	—			—			(139,116		)
Deficit, end of period	$	(78,780,502	)	$	(66,994,702	)	$	(59,145,685	)

Basic and Diluted Loss Per Share (Note 11):	$	(0.08	)	$	(0.06	)	$	(0.08	)
Continuing Operations	$	(0.08	)	$	(0.06	)	$	(0.04	)
Discontinued Operations	$	—		$	—		$	(0.04	)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in US Dollars)

				Restated			Restated
For the Years Ended December 31,	2014			2013			2012

Net loss	$	(11,785,800	)	$	(7,849,017	)	$	(8,564,112	)

Other comprehensive (loss) income - net of income taxes
Exchange differences on translating foreign operations	(572,959		)	(255,422		)	(34,434		)
Comprehensive loss	$	(12,358,759	)	$	(8,104,439	)	$	(8,598,546	)

The accompanying notes are an integral part of these consolidated financial statements.

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POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in US Dollars)

				Restated			Restated
For the Years Ended December 31,	2014			2013			2012

Share Capital
Beginning balance	$	42,911,455		$	40,225,401		$	38,507,720
OPEL Solar Inc. Exchangeable Shares, exchange into common shares	—			—			27,521
Warrant exercise incentive	(31,712		)	—			—
Funds from the exercise of warrants and compensation warrants	8,404,265			37,111			93,012
Fair value of warrants and compensation warrants exercised	3,545,406			23,387			37,458
Funds from the exercise of stock options	1,481,716			152,502			52,700
Fair value assigned to stock options exercised	1,261,156			121,368			39,794
Funds from private placements	4,546,000			7,189,200			5,428,644
Fair value of warrants and compensation warrants issued	(1,869,231		)	(4,308,292		)	(3,608,483		)
Share issue costs	—			(529,222		)	(502,965		)
Common Shares issued for reduction of license fee	1,439,898			—			—
Common Shares issued as finance costs	—			—			150,000
December 31,	61,688,953			42,911,455			40,225,401

Special Voting Share
Beginning balance	—			100			100
Cancellation of special voting share	—			(100		)	—
December 31,	—			—			100

Shares to be Issued
Deferred share issue costs	—			—			27,521
Exchangeable Shares exchanged into common shares	—			—			(27,521		)
December 31,	—			—			—

Warrants
Beginning balance	8,135,590			3,850,685			1,813,729
Fair value of warrants and compensation warrants issued	1,869,231			4,308,292			3,608,483
Fair value of warrants and compensation warrants exercised	(3,545,406		)	(23,387		)	(37,458		)
Fair value of expired warrants	(756		)	—			(1,534,069		)
December 31,	6,458,659			8,135,590			3,850,685

Contributed Surplus
Beginning balance	20,261,067			16,361,282			13,162,981
Stock-based compensation	4,615,997			4,021,153			1,704,026
Fair value of stock options exercised	(1,261,156		)	(121,368		)	(39,794		)
Fair value of expired warrants	756			—			1,534,069
December 31,	23,616,664			20,261,067			16,361,282

Accumulated Other comprehensive income
Beginning balance	(11,593		)	243,829			278,263
Other comprehensive (loss) income attributable to common shareholders - Translation adjustment	(572,959		)	(255,422		)	(34,434		)
December 31,	(584,552		)	(11,593		)	243,829

Deficit
Beginning balance	(66,994,702		)	(59,145,685		)	(50,442,457		)
Divestiture of non-controlling interest	—			—			(139,116		)
Net loss attributable to common shareholders	(11,785,800		)	(7,849,017		)	(8,564,112		)
December 31,	(78,780,502		)	(66,994,702		)	(59,145,685		)

Total shareholders’ equity	$	12,399,222		$	4,301,817		$	1,535,612

Non-controlling interest
Beginning balance	—			—			(139,116		)
Divestiture of non-controlling interest	—			—			139,116
Ending balance	—			—			—
Total equity	$	12,399,222		$	4,301,817		$	1,535,612

The accompanying notes are an integral part of these consolidated financial statements.

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POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

				Restated			Restated
For the Years Ended December 31,	2014			2013			2012

CASH (USED IN) PROVIDED BY:

OPERATING ACTIVITIES
Net loss	$	(11,785,800	)	$	(7,849,017	)	$	(8,564,112	)
Adjustments for:
Depreciation of property and equipment (Note 5)	210,717			60,738			3,165
Amortization of patents and licenses (Note 6)	26,238			12,797			7,554
Product Warranty reserve	—			(25,999		)	—
Stock-based compensation (Note 10)	4,615,997			4,021,153			1,704,026
Discontinued operations, net of tax	—			—			4,685,449
Shares issued for reduction of license fee (Note 19)	1,439,898			—			—
Financing fees	—			—			150,000
	(5,492,950		)	(3,780,328		)	(2,013,918		)

Net change in non-cash working capital accounts
Accounts receivable	—			96,749			(13,686		)
Prepaid and other current assets	23,908			(163,726		)	(58,094		)
Accounts payable and accrued liabilities	195,697			24,124			(80,958		)

Cash flows from operating activities, continuing operations	(5,273,345		)	(3,823,181		)	(2,166,656		)
Cash flows from operating activities, discontinued operations	—			—			(3,728,678		)
	(5,273,345		)	(3,823,181		)	(5,895,334		)

INVESTING ACTIVITIES
Purchase of property and equipment (Note 5)	(365,785		)	(882,860		)	(28,352		)
Purchase of patents and licenses (Note 6)	(161,283		)	(62,923		)	(7,650		)

Cash flow from investing activities, continuing operations	(527,068		)	(945,783		)	(36,002		)
Cash flow from investing activities, discontinued operations	—			—			1,000,000
	(527,068		)	(945,783		)	963,998

FINANCING ACTIVITIES
Issue of common shares for cash, net of issue costs and warrant exercise incentive	14,400,269			6,849,591			5,071,391

Cash flow from financing activities, continuing operations	14,400,269			6,849,591			5,071,391
Cash flow from financing activities, discontinued operations	—			—			—
	14,400,269			6,849,591			5,071,391

EFFECT OF EXCHANGE RATE CHANGES ON CASH	(572,959		)	(255,422		)	(34,434		)

NET CHANGE IN CASH AND CASH EQUIVALENTS, continuing operations	8,026,897			1,825,205			2,834,299
NET CHANGE IN CASH AND CASH EQUIVALENTS, discontinued operations	—			—			(2,728,678		)

CASH AND CASH EQUIVALENTS, beginning of year	3,260,967			1,435,762			1,330,141
CASH AND CASH EQUIVALENTS, end of year	$	11,287,864		$	3,260,967		$	1,435,762

The accompanying notes are an integral part of these consolidated financial statements.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

1. DESCRIPTION OF BUSINESS

POET Technologies Inc. is incorporated in the Province of Ontario. POET Technologies Inc. and ODIS Inc. (“ODIS”), a subsidiary of Opel Solar Inc., (collectively, the “Company”) is the developer of the planar opto-electronic technology (“POET”) platform semiconductor process IP for monolithic fabrication of integrated circuit devices containing both electronic and optical elements on a single die. Opel Solar Inc. is a wholly owned subsidiary of POET Technologies Inc. The Company’s head office is located at 121 Richmond Street West, Suite 501, Toronto, Ontario, Canada M5H 2K1. These consolidated financial statements of the Company were approved by the Board of Directors of the Company on April 7, 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements of the Company and its subsidiaries were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below:

Basis of presentation

These consolidated financial statements include the accounts of POET Technologies Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

Foreign currency translation

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s presentation currency.

Assets and liabilities of entities with functional currencies other than U.S. dollars are translated into the presentation currency at the year end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments

Fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of a financial instrument on initial recognition is the transaction price, which is the fair value of the consideration given or received. Subsequent to initial recognition, the fair value of a financial instrument that is quoted in active markets is based on the bid price for a financial asset held and the offer price for a financial liability. When an independent price is not available, fair value is determined by using a valuation methodology that refers to observable market data. Such a valuation technique includes comparisons with a similar financial instrument where an observable market price exists, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. If no reliable estimate can be made, the Company measures the financial instrument at cost less impairment as a last resort.

Marketable securities

Marketable securities are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are recognized in other comprehensive income.

Property and equipment

Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following method and useful lives:

Machinery and equipment	Straight Line, 5 years
Office equipment	Straight Line, 5 years

Patents and licenses

Product warranty

A product warranty is recognized when present obligations as a result of a sale of products will probably lead to an outflow of economic resources from the Company and the amounts can be estimated reliably. The timing or the amount of the outflow may still be uncertain. Product warranty is measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Product warranties are reviewed at each reporting date and adjusted to reflect the current best estimate. The Company discontinued its Solar operations in 2012 and disposed of its remaining solar assets and liabilities on April 5, 2013, as a result, the Company no longer has a reserve for product warranty. In 2013, additional provisions for warranty were increased by $74,101 during the year, and as a result of the above were reduced to nil by reversing the $100,000 cumulative reserve at the time. The Company is liable for warranty claims on sales previously recognized on a discontinued operation. In 2013, management believes the Company’s exposure on these warranty claims is not material. No claims have been settled or recorded in 2014.

Investment in Opel Solar Asia Company Limited

The Company has a 19% interest in Opel Solar Asia Company Limited (“Opel Asia”), a non-publicly traded Company. The Company’s investment is measured at cost. The Company evaluated its investment in this Company for impairment. During 2012, the Company discontinued its solar related operations and the Company’s investment in Opel Asia was considered by management to be impaired and was therefore written down to nil (See note 22).

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of long-lived assets

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. During 2012, the Company discontinued its solar operations and recorded an impairment loss of $414,570 (see Note 22). The Company did not record an impairment loss in 2014 or 2013.

Deferred energy credit

The Company received in cash, an energy credit on a solar installation in Plainville, CT., used in operations. The credit was deferred and was being amortized over the estimated useful life of the asset (20 years) and was included in the amortization of property and equipment. During 2012, the Company discontinued its solar operations; On April 5, 2013, the Company disposed of the remaining assets available for sale in consideration for the assumption of the disposal group liabilities to another arm’s length party (see note 22).

Asset Retirement Obligation

Asset retirement obligation (“ARO”) represents liabilities to the Company for which the amount or timing is uncertain. ARO is recognized when the Company has a constructive or legal obligation to decommission an asset, it is probable that such decommissioning will result in an outflow of resources and the amount can be reliably estimated. ARO is measured at the present value of the expected outflows to settle the obligation using a discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. The accretion in the obligation due to the passage of time is recognized as an expense. During 2012, the Company discontinued its solar operations; On April 5, 2013, the Company disposed of the remaining assets available for sale in consideration for the assumption of the disposal group liabilities to another arm’s length party (see note 22).

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are provided on differences between the financial reporting and income tax bases of assets and liabilities and on income tax losses available to be carried forward to future years for tax purposes. Deferred income taxes are measured using the substantively enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred income tax assets to the amount expected to be realized.

Other income - Government Grants

Interest income

Interest income on cash and short-term investments classified as fair value through profit or loss is recognized as earned using the effective interest method.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and development costs

Research costs are expensed in the year incurred. Development costs are also expensed in the year incurred unless the Company believes a development project meets IFRS criteria as set out in IAS 38, Intangible Assets , for deferral and amortization. IAS 38 requires all research costs be charged to expense while development costs are capitalized only after technical and commercial feasibility of the asset for sale or use have been established. This means that the entity must intend and be able to complete the intangible asset and either use it or sell it and be able to demonstrate how the asset will generate future economic benefits. The Company has not met the criteria set out in IAS 38, therefore no deferral has been recognized.

Stock-based compensation

Loss per share

The following new accounting policy was adopted on January 1, 2014:

Financial instruments

IAS 32, Financial Instruments; Offsetting Financial Assets and Financial Liabilities

3. RECENT ACCOUNTING PRONOUNCEMENTS

The following is a summary of recent accounting pronouncements that may affect the Company.

(i) Financial instruments

IFRS 9, Financial Instruments, replaces IAS 39, Financial Instruments: Recognition and Measurement. The new standard requires entities to classify financial assets as being measured either at amortized cost or fair value depending on the business model and contractual cash flow characteristics of the asset. For financial liabilities, IFRS 9 requires an entity choosing to measure a liability at fair value to present the portion of the change in its fair value due to change in the entity’s own credit risk in the other comprehensive income rather than in the statement of profit or loss. The new standard applies to annual years beginning on or after January 1, 2015.

4. MARKETABLE SECURITIES

Marketable securities consist of small investments in three companies carrying a fair value of nil as of December 31, 2014 and $397 as of December 31, 2013.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

5. PROPERTY AND EQUIPMENT

	Construction in		Machinery and		Office
	progress		equipment		equipment		Total

Cost
Balance, January 1, 2013	$	—	$	27,500	$	2,335	$	29,835
Additions	—		931,449		6,411		937,860
Balance, December 31, 2013	—		958,949		8,746		967,695
Additions	3,152		314,973		47,660		365,785
Balance, December 31, 2014	3,152		1,273,922		56,406		1,333,480

Accumulated Depreciation
Balance, January 1, 2013	—		2,750		415		3,165
Depreciation for the year	—		59,250		1,488		60,738
Balance, December 31, 2013	—		62,000		1,903		63,903
Depreciation for the year	—		203,008		7,709		210,717
Balance, December 31, 2014	—		265,008		9,612		274,620

Carrying Amounts
At December 31, 2013	$	—	$	896,949	$	6,843	$	903,792
At December 31, 2014	$	3,152	$	1,008,914	$	46,794	$	1,058,860

(1) Included in 2013 additions is $55,000 in deposits that were paid in 2012 and included in prepaids and other current assets.

6. PATENTS AND LICENSES

Cost
Balance, January 1, 2013	$	103,229
Additions	62,923
Balance, December 31, 2013	166,152
Additions	161,283
Balance, December 31, 2014	327,435

Accumulated Depreciation
Balance, January 1, 2013	27,679
Amortization/impairment	12,797
Balance, December 31, 2013	40,476
Amortization	26,238
Balance, December 31, 2014	66,714

Carrying Amounts
At December 31, 2013	$	125,676
At December 31, 2014	$	260,721

See note 20 for explanation of a change in accounting policy relating to patents and licenses.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31 ,		December 31,
	2014		2013

Trade payable	$	79,406	$	94,824
Payroll related liabilities	113,338		89,243
Accrued liabilities	258,980		71,960

	$	451,724	$	256,027

8. SHARE CAPITAL

(a) AUTHORIZED

Unlimited number of common shares

One special voting share

(b) COMMON SHARES ISSUED

	Number of
	Shares	Amount

Balance, December 31, 2011	93,025,421	$	38,507,720
OPEL Solar Inc. Exchangeable Shares, exchanged into common shares	135,000	27,521
Shares issued on the exercise of stock options	185,000	52,700
Fair value of stock options exercised	—	39,794
Shares issued on private placement	23,412,479	5,428,644
Fair value of warrants and compensation warrants issued	—	(3,608,483		)
Share issue costs	—	(502,965		)
Shares issued as finance costs	500,000	150,000
Shares issued on the exercise of warrants	270,715	93,012
Fair value of warrants exercised	—	37,458

Balance, December 31, 2012	117,528,615	40,225,401
Shares issued on the exercise of stock options	607,500	152,502
Fair value of stock options exercised	—	121,368
Shares issued on private placement	14,400,000	7,189,200
Fair value of warrants and compensation warrants issued	—	(4,308,292		)
Share issue costs	—	(529,222		)
Shares issued on the exercise of warrants and compensation warrants	140,000	37,111
Fair value of warrants exercised	—	23,387

Balance, December 31, 2013	132,676,115	42,911,455
Shares issued on the exercise of stock options	4,824,950	1,481,716
Fair value of stock options exercised	—	1,261,156
Shares issued on private placements	7,692,307	4,546,000
Fair value of warrants and compensation warrants issued	—	(1,869,231		)
Shares issued on the exercise of warrants and compensation warrants	19,384,712	8,404,265
Fair value of warrants and compensation warrants exercised	—	3,545,406
Warrant exercise incentive	—	(31,712		)
Shares issued for reduction of license fee	2,000,000	1,439,898
Balance, December 31, 2014	166,578,084	$	61,688,953

During 2012, the Company completed various brokered private placement financings for gross proceeds aggregating to $5,428,644 ($5,384,870 CAD). IBK Capital Corp. acted as agent in respect to the issuance and sale of 23,412,479 units, at a price of $0.225 ($0.23 CAD) per unit. Each unit consists of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.34 ($0.35 CAD) per share for a year of three years. The agent received cash commissions in the aggregate of $371,862 ($368,941 CAD) and 2,341,247 compensation warrants in connection with these private placements. Each compensation warrant entitles the holder to purchase one common share of the Company at $0.225 ($0.23 CAD) per share for a year of four years. Additional issue costs amounted to $131,103 ($132,144 CAD).

The fair value of the warrants and compensation warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, interest rate of 1.08% and 1.17%, volatility of 109% and 120.55% and estimated life of 3 and 4 years. The estimated fair value assigned to the warrants and compensation warrants was $3,186,039 ($3,160,685 CAD) and $422,444 ($419,083 CAD) respectively.

On February 14, 2013, the Company completed a brokered private placement financing for gross proceeds aggregating $7,189,200. The Company issued 14,400,000 units, at a price of $0.49 per unit. Each unit consists of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.748 per share for a period of two years. The agents received cash commissions in the aggregate of $503,244 and 1,440,000 compensation warrants in connection with the private placement. Each compensation warrant entitles the holder to purchase one common share of the Company at $0.49 per share for a period of three years. Additional issue costs amounted to $25,978.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

8. SHARE CAPITAL (Continued)

The fair value of the warrants and compensation warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, interest rate of 1.16% and 1.24%, volatility of 121% and 111.35% and estimated life of 2 and 3 years. The estimated fair value assigned to the warrants and compensation warrants was $3,825,178 and $483,114 respectively.

On February 13, 2014, the Company completed a $4,546,000 private placement financing. The financing consisted of 7,692,307 units at a price of $0.59 per unit. Each unit comprises one common share and one common share purchase warrant. One warrant allows the holder to acquire one common share of the Company at an exercise price of $0.91 per share for a period of 2 years. No commission was payable with respect to this financing.

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, interest rate of 1.017%, volatility of 92.22% and estimated life of 2 years. The estimated fair value assigned to the warrants was $1,869,231.

During the year, the Company paid $31,712 as incentives for the exercise of warrants.

On June 5, 2007, one (1) special voting share was issued in conjunction with a Support and Trust Agreement entered into amongst POET Technologies Inc, OPEL Solar Inc. (“OSI”) and TMX Equity Transfer Services. The special voting share was returned to treasury and cancelled on June 21, 2013.

9. WARRANTS

The following table reflects the continuity of warrants:

	Average Exercise		Number of		Historical
	Price		Warrants		Fair value

Balance, December 31, 2011	$	0.45	11,839,560		$	1,813,729
Warrants issued	0.34		23,412,479		3,186,039
Compensation warrants issued	0.23		2,341,247		422,444
Expired	0.48		(10,544,002	)	(1,534,069		)
Exercised	0.34		(270,715	)	(37,458		)

Balance, December 31, 2012	0.33		26,778,569		3,850,685
Warrants issued	0.75		14,400,000		3,825,178
Compensation warrants issued	0.50		1,440,000		483,114
Exercised	0.17		(140,000	)	(23,387		)

Balance, December 31, 2013	0.48		42,478,569		8,135,590
Warrants issued	0.91		7,692,307		1,869,231
Expired	0.29		(3,500	)	(756		)
Exercised	0.43		(19,384,712	)	(3,545,406		)

Balance, December 31, 2014	$	0.61	30,782,664		$	6,458,659

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

9. WARRANTS (Continued)

As at December 31, 2014 the following warrants were outstanding:

	Number	Historical	Exercise
	of Warrants	Fair Value ($)	Price ($)	Expiry Date

	9,337,000	2,479,570	0.75	February 14, 2015
	1,383,000	182,469	0.34	June 8, 2015
	731,544	96,431	0.34	June 22, 2015
	900,000	121,026	0.34	July 31, 2015
	1,542,387	210,720	0.34	September 7, 2015
	5,325,000	738,140	0.34	September 13, 2015
	2,298,000	315,783	0.35	September 27, 2015
	6,734,577	1,636,402	0.91	February 12, 2016
Compensation warrants	1,411,855	473,672	0.50	February 14, 2016
Compensation warrants	38,040	6,659	0.22	June 22, 2016
Compensation warrants	11,250	2,006	0.22	July 31, 2016
Compensation warrants	33,111	5,998	0.22	September 7, 2016
Compensation warrants	536,900	98,681	0.22	September 13, 2016
Compensation warrants	500,000	91,102	0.22	September 27, 2016

	30,782,664	6,458,659	0.61

These warrants were issued in Canadian dollars and are exercisable at prices ranging from $0.23 CAD and $1.00 CAD.

10. STOCK OPTIONS AND CONTRIBUTED SURPLUS

Stock Options

On August 12, 2014, shareholders of the Company approved amendments to the Company’s fixed 20% stock option plan (as amended, referred to as the “2014 Plan”). Under the 2014 Plan, the board of directors may grant options to acquire common shares of the Company to qualified directors, officers, employees and consultants. The 2014 Plan provides that the number of common shares issuable pursuant to options granted under the 2014 Plan and pursuant to other previously granted options is limited to 31,925,000 (the “Number Reserved”). Any subsequent increase in the Number Reserved must be approved by shareholders of the Company and cannot, at the time of the increase, exceed 20% of the number of issued and outstanding shares. Options granted under the 2014 Plan generally vest 25% immediately and 25% every six months from the date of issue, however, the directors may, at their discretion, specify a different vesting period.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

10. STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

Stock option transactions and the number of stock options outstanding were as follows:

			Weighted average
	Number of		Exercise
	Options		Price

Balance, January 1, 2012	9,532,750		$	0.63
Expired/cancelled	(6,875,000	)	0.68
Exercised	(185,000	)	0.28
Granted	15,130,000		0.27

Balance, December 31, 2012	17,602,750		0.35
Expired/cancelled	(572,500	)	0.53
Exercised	(607,500	)	0.25
Granted	7,310,000		0.46

Balance, December 31, 2013	23,732,750		0.38
Expired/cancelled	(825,000	)	1.01
Exercised	(4,824,950	)	0.31
Granted	6,155,000		1.26

Balance, December 31, 2014	24,237,800		$	0.61

During the year, the Company granted 6,155,000 (2013 - 7,310,000, 2012 - 15,130,000) stock options to officers, employees and consultants of the Company to purchase common shares at an average price of $1.26 (2013 - $0.46, 2012 - $0.27) per share.

During the year, the Company recorded stock-based compensation of $4,615,997 (2013 - $4,021,153, 2012 - $1,704,026) relating to stock options that vested during the year.

The stock options granted during 2014, 2013 and 2012 were valued using the Black-Scholes option pricing model using the following assumptions:

	2014			2013			2012
Weighted average exercise price	$	1.26		$	0.46		$	0.27
Weighted average risk-free interest rate	1.58		%	1.75		%	1.41		%
Weighted average dividend yield	0		%	0		%	0		%
Weighted average volatility	102		%	113		%	116		%
Weighted average estimated life	5 years			5 years			5.75 years

Share price on the various grant dates were:

First grant	$	1.31	$	0.53	$	0.22
Second grant	1.10		0.50		0.23
Third grant	1.64		0.44		0.28
Fourth grant	1.13		0.46		0.43
Fifth grant	—		0.47		0.45
Sixth grant	—		0.42		—
Seventh grant	—		0.43		—

The underlying expected volatility was determined by reference to the Company’s historical share price movements, its dividend policy and dividend yield and past experience relating to the expected life of granted stock options.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

10. STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

The weighted average remaining contractual life and weighted average exercise price of options outstanding and of options exercisable as at December 31, 2014 are as follows:

Options Outstanding				Options Exercisable
				Weighted
		Weighted		Average		Weighted
		Average		Remaining		Average
Exercise	Number	Exercise		Contractual	Number	Exercise
Range	Outstanding	Price		Life (years)	Exercisable	Price

$0.11 - $0.25	3,561,300	$	0.22	3.70	3,561,300	$	0.22
$0.28 - $0.31	667,500	$	0.27	2.84	667,500	$	0.27
$0.34 - $0.37	880,000	$	0.33	5.63	880,000	$	0.33
$0.38 - $0.86	13,574,000	$	0.45	3.51	12,396,500	$	0.45
$0.87 - $1.64	5,555,000	$	1.39	4.62	1,550,000	$	1.36

	24,237,800	$	0.61	3.87	19,055,300	$	0.45

Contributed Surplus

The following table reflects the continuity of contributed surplus:

	Amount

Balance, January 1, 2012	$	13,162,981
Stock-based compensation	1,704,026
Fair value of stock options exercised	(39,794		)
Fair value of expired warrants	1,534,069

Balance, December 31, 2012	16,361,282
Stock-based compensation	4,021,153
Fair value of stock options exercised	(121,368		)

Balance, December 31, 2013	20,261,067
Stock-based compensation	4,615,997
Fair value of stock options exercised	(1,261,156		)
Fair value of expired warrants	756

Balance, December 31, 2014	$	23,616,664

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

11. LOSS PER SHARE

				Restated			Restated
	2014			2013			2012

Numerator
Net loss from continuing operations	$	(11,785,800	)	$	(7,849,017	)	$	(3,878,663	)
Net loss from discontinued operations	$	—		$	—		$	(4,685,449	)
Net loss	$	(11,785,800	)	$	(7,849,017	)	$	(8,564,112	)

Denominator
Weighted average number of common shares outstanding	156,488,296			130,743,149			101,912,576
Weighted average number of common shares outstanding - diluted	156,488,296			130,743,149			101,912,576

Basic and diluted loss per share, continuing operations	$	(0.08	)	$	(0.06	)	$	(0.04	)
Basic and diluted loss per share, discontinued operations	$	—		$	—		$	(0.04	)
Basic and diluted loss per share	$	(0.08	)	$	(0.06	)	$	(0.08	)

The effect of common share purchase options, warrants, compensation warrants and shares to be issued on the net loss in 2014, 2013 and 2012 is not reflected as they are anti-dilutive.

12. COMMITMENTS AND CONTINGENCIES

The Company has two operating leases for office space and research facilities expiring March 31, 2015 and March 14, 2018.

Rent expense under these leases was $153,398 for the year ended December 31, 2014 (2013 - $118,068, 2012 - $245,739).

Remaining minimum annual rental payments to the lease expiration dates are as follows:

2015	$	162,293
2016 through 2019	78,789

	$	241,082

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

13. RELATED PARTY TRANSACTIONS

Compensation to key management personnel were as follows:

	2014		2013		2012

Salaries	$	1,363,417	$	867,231	$	452,615
Share-based payments (1)	1,167,245		1,481,517		1,116,124

Total	$	2,530,662	$	2,348,748	$	1,568,739

(1) Share-based payments are the fair value of options granted to key management personnel and expensed during the year as calculated using the Black-Scholes model.

During the year ended December 31, 2014, the Company settled $100,000 advanced to the former CEO of the Company. The amount was non-interest bearing and short-term in nature. The Company settled the amount due from the former CEO in return for a reduction in his compensation and certain other entitlements.

During the year, the Company paid a cumulative total of $837,637 (2013 - $351,708, 2012 - $193,692) in consulting fees to two executive directors of the Company.

In 2014, the former CEO of the Company received a severance package of $185,000 to be paid over one year. The full amount of the severance package has been accounted for during the year.

The Company paid $174,549 in fees and disbursements (2013 - $91,316, 2012 - $202,252) to a law firm, of which a director is counsel, for legal services rendered to the Company.

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amounts, which are the amounts of consideration established and agreed to by the related parties.

14. SEGMENT INFORMATION

The Company and its subsidiary operates in a single segment; the design of semi-conductor products for military and industrial applications. The Company’s operating and reporting segment reflects the management reporting structure of the organization and the manner in which the chief operating decision maker regularly assesses information for decision making purposes, including the allocation of resources. A summary of the Company’s operating segment is below:

ODIS Inc. (“ODIS”)

ODIS develops the technology to produce a monolithic, integrated opto-electronic microchip having several potential major market applications: infrared sensor arrays for Homeland Security monitoring and imaging along with the unique combination of optical lasers, and electronic control circuits on the same microchip for potential applications in various military programs and potentially telecom for Fibre to The Home. ODIS’ technology also provides the opportunity for higher speed computing capabilities.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

14. SEGMENT INFORMATION (Continued)

The Company operates geographically in the United States and Canada. Geographical information is as follows:

	2014
As of December 31,	US		Canada		Consolidated

Current assets	$	3,106,274	$	8,425,091	$	11,531,365
Property and equipment	1,054,636		4,224		1,058,860
Patents and licenses	260,721		—		260,721

Total Assets	$	4,421,631	$	8,429,315	$	12,850,946

For the year ended December 31,	US			Canada		Consolidated

General and administration	$	1,612,014		$	8,065,691	$	9,677,705
Research and development	2,277,927			—		2,277,927
Other income	(169,832		)	—		(169,832		)

Net Loss	$	3,720,109		$	8,065,691	$	11,785,800

			Restated
			2013
As of December 31,	US		Canada		Consolidated

Current assets	$	640,538	$	2,887,838	$	3,528,376
Property and equipment	903,792		—		903,792
Patents and licenses	125,676		—		125,676

Total Assets	$	1,670,006	$	2,887,838	$	4,557,844

For the Year ended December 31,	US			Canada		Consolidated

General and administration	$	1,181,138		$	5,103,150	$	6,284,288
Research and development	1,925,974			—		1,925,974
Investment income	(18,371		)	—		(18,371		)
Other income	(342,874		)	—		(342,874		)

Net Loss	$	2,745,867		$	5,103,150	$	7,849,017

			Restated
			2012
As of December 31,	US		Canada		Consolidated

Current assets	$	1,971,435	$	326,172	$	2,297,607
Property and equipment	26,670		—		26,670
Patents and licenses	75,550		—		75,550

Total Assets	$	2,073,655	$	326,172	$	2,399,827

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

14. SEGMENT INFORMATION (Continued)

	US			Canada		Consolidated

For the Year ended December 31,

General and administration	$	557,141		$	2,466,330	$	3,023,471
Research and development	1,093,998			—		1,093,998
Investment income	—			—		—
Other income	(238,806		)	—		(238,806		)

Net Loss from Continuing Operations	$	1,412,333		$	2,466,330	$	3,878,663

15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash and cash equivalents, marketable securities and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company estimates that the fair value of these instruments approximates fair value due to their short term nature.

The Company has classified financial assets and (liabilities) as follows:

As of December 31,	2014			2013

Fair value through profit or loss, measured at fair value:
Cash	$	11,287,864		$	3,260,967
Available-for-sale, measured at fair value:
Marketable securities	—			397
Other liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	(451,724		)	(256,027		)

Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3 - valuation techniques based on inputs for the asset or liability that are not based on observable market data.

Cash and marketable securities were determined using level 1 inputs.

Exchange Rate Risk

The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional currencies include the US and Canadian dollar. Most transactions are conducted in functional currencies. As such, none of the entities included in the consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk with the Canadian dollar. A 10% change in the Canadian dollar would increase or decrease other comprehensive income by $829,458.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

Liquidity Risk

The Company currently does not maintain credit facilities. The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities over the next eighteen months.

16. CAPITAL MANAGEMENT

In the management of capital, the Company includes shareholders’ equity (excluding accumulated other comprehensive income and deficit) and cash. The components of capital on December 31, 2014 were:

Cash and cash equivalents		$	11,287,864
Shareholders’ equity		$	91,764,276

The Company’s objective in managing capital is to ensure that financial flexibility is present to increase shareholder value through growth and responding to changes in economic and/or market conditions; to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and to safeguard the Company’s ability to obtain financing should the need arise.

In maintaining its capital, the Company has a strict investment policy which includes investing its surplus capital only in highly liquid, highly rated financial instruments.

The Company reviews its capital management approach on an ongoing basis. There were no changes in the Company’s approach to capital management during the year.

17. INCOME TAXES

The following table reconciles the expected income tax recovery at the Canadian statutory income tax rate of 26.5% for 2014 (2013 - 26.5%, 2012 – 27%) to the amounts recognized in operations.

				Restated
For the Year Ended December 31,	2014			2013

Net loss	$	11,785,800		$	7,849,017

Expected income tax recovery	3,123,200			2,566,600

Changes from:
Amounts not deductible for tax purposes	(1,604,700		)	(1,052,000		)
Other non-deductible items	(6,100		)	(18,400		)
Deductible share issuance costs	100,000			99,000
Effect of prior years’ loss adjustment	171,600			—
Unrecognized tax losses	(2,347,300		)	(1,422,513		)
Foreign tax differential	563,300			(172,687		)

Income tax recovery recognized	$	—		$	—

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

17. INCOME TAXES (continued)

	Restated
For the Year Ended December 31,	2012

Net loss, continuing operations	$	3,878,663
Net loss, discontinued operations	4,685,449

Net loss	8,564,112

Expected income tax recovery at combined statutory rates:
Continuing operations	$	1,249,000
Discontinued operations	2,050,440

	3,299,440
Changes from:
Amounts not deductible for tax purposes	(737,000		)
Other non-deductible items	108,273
Deductible share issuance costs	70,000
Effect of tax rate reduction	(28,713		)
Unrecognized tax losses	(2,894,000		)
Foreign tax differential	182,000

Income tax recovery recognized	$	—

The following table reflects future income tax assets at December 31:

	2014			2013

Resource assets	$	1,024,271		$	1,024,271
Share issue costs	544,278			884,000
Canadian non-capital losses	7,544,985			3,931,000
Canadian capital losses	—			2,950,943
US non-capital losses	52,682,069			48,797,000

	61,795,603			57,587,214
Unrecognized deferred tax assets	(61,795,603		)	(57,587,214		)

Future income tax assets recognized	$	—		$	—

Note: 2013 future tax assets have been adjusted to reflect the gross value of the assets.

The Company’s non-capital losses will expire between 2027 and 2034.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

18. EXPENSES

Research and development costs can be analyzed as follows:

	For the year ended December 31:
			Restated		Restated
	2014		2013		2012

Wages and benefits	$	899,758	$	692,105	$	572,399
Subcontract fees	582,943		558,073		326,458
Stock-based compensation	641,176		565,246		64,744
Supplies	154,050		110,550		130,397
	$	2,277,927	$	1,925,974	$	1,093,998

General and administrative costs can be analyzed as follows:

	For the year ended December 31:
			Restated		Restated
	2014		2013		2012

Stock-based compensation	$	3,974,821	$	3,455,907	$	1,639,282
Wages and benefits	1,700,600		831,950		420,572
Professional fees	907,794		632,159		167,682
Management and consulting fees	595,667		581,203		287,192
General expenses	662,672		558,560		222,466
Rent	159,298		150,974		275,558
Depreciation and amortization	236,955		73,535		10,719
Shares issued as reduction of license fee	1,439,898		—		—
	$	9,677,705	$	6,284,288	$	3,023,471

19. REDUCTION OF LICENSE FEE

The University of Connecticut agreed to convert certain royalty rights into a significant investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company. The common shares were valued at $1,439,898 (CAD $1,580,000). The market value of shares was determined using the quoted market price of the Company’s stock on the TSX.V on the date of the agreement between the Company and the University of Connecticut.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

20. ACCOUNTING POLICY CHANGE

During the year, the Company made an accounting policy change to capitalize its patent registration costs. The previous accounting policy was to charge patent registration costs against profit and loss in the year those costs are incurred (see note 2).

The new accounting policy was adopted in 2014 and has been applied retrospectively. Management believes that the change in accounting policy will provide more relevant and reliable information. The Company is developing an intangible process which is increasing the net worth of the Company. Each patent filed increases the value of the Company. This retrospective change in accounting policy provides more transparent information relating to these assets as they are expected to provide future economic benefits and can be measured reliably.

The impact of the change in accounting policy on the Consolidated Statement of Operations and Deficit, Consolidated Statement of Comprehensive Loss, Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows is set out below:

Consolidated Statement of Operations and Deficit:

	2013			2012

Net loss previously reported	$	(7,903,336	)	$	(8,568,401	)
Differences (increasing) decreasing reported net loss
General and administrative expenses	54,319			4,289

Net loss	(7,849,017		)	(8,564,112		)
Divestiture of non-controlling interest	—			(139,116		)
Deficit beginning of year	(59,145,685		)	(50,442,457		)

Deficit end of year	(66,994,702		)	$	(59,145,685	)

Loss per share previously reported	$	(0.06	)	$	(0.08	)
Loss per share as restated	$	(0.06	)	$	(0.08	)

Deficit, previously reported	$	(67,081,588	)	$	(59,178,252	)
Effects due to change in accounting policy:
Years prior	32,567			28,278
2013	54,319			—
2012	—			4,289

Deficit	$	(66,994,702	)	$	(59,145,685	)

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

20. ACCOUNTING POLICY CHANGE (Continued)

Consolidated Statement of Comprehensive Loss:

	2013			2012

Comprehensive loss previously reported	$	(8,158,758	)	$	(8,602,835	)
Adjustment to net loss due to change in accounting policy	54,319			4,289

Comprehensive loss	(8,104,439		)	$	(8,598,546	)

Consolidated Statement of Financial Position:
	Balance as previously			Change in
	reported			accounting		Balance as
	December 31, 2013			policy		adjusted

Patents and licenses previously reported, December 31, 2013	$	38,790		$	86,886	$	125,676

Deficit	$	(67,081,588	)	$	86,886	$	(66,994,702	)

Consolidated Statement of Cash Flows:

Patents and licenses that are capitalized are included as part of cash flows from investing activities whereas patent registration costs that are expensed, and amortization of capitalized costs are included as part of cash flows from operating activities. This resulted in additional cash outflows from investing activities relating to capitalized patent registration costs of $62,923 for the year ended December 31, 2013 and $7,650 for the year ended December 31, 2012. This has also resulted in a corresponding reduction being reflected in the net cash outflow from operating activities of $62,923 in 2013 and $7,650 in 2012. Non-cash operating activities relating to the amortization of patent registration costs increased by $8,604 for the year ended December 31, 2013 and $3,361 for the year ended December 31, 2012.

21. SUBSEQUENT EVENTS

Subsequent to the year end, the Company raised $5,806,185 from the exercise of 9,450,500 warrants and 271,300 stock options.

On February 25, 2015, the Company signed a Collaboration Agreement with BAE Systems (“BAE”), under which BAE will provide non-exclusive third-party foundry services in support of the Company’s “Lab-to-Fab” transition plan. The current phase of the work is expected to be performed between March 2015 and August 2015 at an estimated cost to the Company of $905,000. These services are provided under a statement of work and all intellectual property rights remain with the Company.

22. DISCONTINUED OPERATIONS

On June 11, 2012, management committed to a plan to discontinue its solar related operations and to dispose of its solar related assets and liabilities. The decision was taken in line with the Company’s strategy to focus on the Company’s key competencies, being the development of the POET platform, which enables the monolithic fabrication integrated circuits containing both electronic and optical elements, with potential high-speed and power-efficient applications in devices such as servers, tablet computers and smartphones. Consequently, all saleable assets and liabilities relating to the solar operations were classified as “assets available for sale” or “disposal group liabilities”.

Revenue and expenses, and gains and losses relating to the discontinued activity have been removed from the results of continuing operations and are shown as a single line item on the face of the consolidated statement of

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comprehensive loss. The operating results of the discontinued operations can be analyzed as follows for the year ended December 31, 2012:

December 31,	2012

Revenue	$	617,728

Costs and expenses
Cost of goods sold (1)	1,117,282
General and administration (2)	3,380,117
Research and development	611,644
Investment income, including interest	(3,044		)

	5,105,999

Net operating results from discontinued operations, net of taxes	(4,488,271		)

Loss on divestiture of Opel Solar Asia Company Limited, net of taxes (3)	(197,178		)

Loss from discontinued operation, attributable to equity shareholders	$	(4,685,449	)

(1) Cost of goods sold includes inventory write-down of	$	1,143,011

(2) General and administration includes the following:
Impairment of long lived assets	414,570
Uncollectible accounts receivable	195,774
Prepaid expenses	127,602

(3) The Company divested itself of its interest in Opel Solar Asia Company Limited because it was unable to identify a buyer for this investment. The Company therefore recorded a loss on divestiture of $197,178.

23. SHARES TO BE ISSUED

In 2012, the remaining shares to be issued of 135,000 were exchanged into common shares.

24. DEFERRED ENERGY CREDIT

The Connecticut Clean Energy Fund, (“CCEF”) provided $526,518 in funding cash credits to the Company for its solar energy installation on Linden School, in Plainville, CT. This funding credit was provided to the Company as an incentive for creating a clean energy alternative, and based on the size and performance of the system after it was installed and operational for a period of nine months. In 2009, the Company was awarded $179,070 on the same project as a part of the United States Department of the Treasury’s (“USDOT”) grant of cash in lieu of tax credits, on qualified alternative energy projects. This cash payment was a part of the American Recovery and Reinvestment Act of 2009.

During 2012, the Company discontinued its solar operations. The balance in deferred energy credit relating to the USDOT of $179,070 was fully amortized and the balance relating to CCEF of $526,518 was reclassified to disposal group liabilities.

In 2012, the Company recorded combined amortization and impairment charges of $169,102.

25. ASSET RETIREMENT OBLIGATION

The Company had a solar installation that was used in operations. In 2030, the Company was obligated to remove the installation and restore the underlying real estate to its original state. The asset retirement obligation (“ARO”) was accreted using the credit-adjusted risk free rate when the liability was initially measured. There are no assets legally restricted for settling the aforementioned asset retirement obligation.

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During the year ended December 31, 2012, the Company discontinued its solar operations. The balance of the asset retirement obligation at the date of discontinuance was reclassified to disposal group liabilities (see Note 22). The Company sold the solar installation in 2013 at which time the ARO and the responsibility to restore the underlying real estate to its original state was assigned to the purchaser of the solar installation.

In 2012, amortization related to the ARO was $5,618.

Exhibit 1.2

AMENDED AND RESTATED BY-LAW NO. 1

POET TECHNOLOGIES INC. (THE “CORPORATION”)

1. REGISTERED OFFICE

1.1 The registered office of the Corporation shall be in the place within Ontario specified in the articles of the Corporation and at such location therein as the directors may from time to time determine.

2. CORPORATE SEAL

2.1 The Corporation may, but need not, have a corporate seal. The corporate seal of the Corporation shall be such as the directors may by resolution from time to time adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

3. DIRECTORS

3.1 Number and Quorum. The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles. The number of directors shall be determined by the directors when they are empowered by special resolution to make such determination and otherwise the number of directors shall be determined by special resolution. Two-fifths of the number of directors so determined or such greater number as may be fixed by the directors or shareholders shall constitute a quorum for the transaction of business at any meeting of directors.

3.2 Qualification. No person shall be qualified to be a director if he is less than eighteen years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; or if he has the status of a bankrupt. At least 25 per cent of the directors shall be resident Canadians.

3.3 Election and Term of Office. The directors shall be elected at each annual meeting of shareholders of the Corporation and each director shall hold office until the close of the first annual meeting following his election provided that if an election of directors is not held at an annual meeting of shareholders, the directors then in office shall continue in office until their successors are elected. Retiring directors are eligible for re-election.

3.4 Nomination of Directors. Subject only to the Business Corporations Act (Ontario) (the “Act”) and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act or (c) by any person (a “Nominating Shareholder”) (i) who, at the close of business on the date of the giving of the notice provided for below in this section 3.3A and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below in this section 3.3:

(a) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Corporation at the principal executive offices of the Corporation in accordance with this section 3.4.

(b) To be timely, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must be made (i) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (ii) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) of shareholders called for the purpose of electing

directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this paragraph (b). In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

(c) To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must set forth (i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residential address of the person, (B) the principal occupation(s) or employment(s) of the person, (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (D) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and (ii) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(d) No person shall be eligible for election as a director unless nominated in accordance with the provisions of this section 3.4; provided, however, that nothing in this section 3.4 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(e) For purposes of this section 3.4, (i) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (ii) “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

(f) Notwithstanding any other provision of By-law No. 1, notice given to the corporate secretary of the Corporation pursuant to this section 3.4 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the corporate secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(g) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this section 3.4.

3.5 Vacation of Office. A director ceases to hold office if he dies, is removed from office by the shareholders, ceases to be qualified for election as a director or, subject to the Act, resigns by a written resignation received by the Corporation. A written resignation of a director becomes effective at the time it is received by the Corporation, or at the time specified in the resignation, whichever is later.

3.6 Removal of Directors. The shareholders may by ordinary resolution at an annual or special meeting of shareholders remove any director or directors from office provided that where the holders of any class or series of shares have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution of the shareholders of that class or series. A vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

3.7 Vacancies. Subject to the Act, a quorum of directors may fill a vacancy among the directors. A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

3.8 Action by Directors. The directors shall manage or supervise the management of the business and affairs of the Corporation. The powers of the directors may be exercised at a meeting (subject to section 3.8) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors. Where there is a vacancy in the board of directors, the remaining directors, may exercise all the powers of the board so long as a quorum remains in office.

3.9 Meeting by Telephone. If all the directors of the Corporation present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at that meeting.

3.10 Place of Meetings. Meetings of directors may be held at any place within or outside of Ontario. A majority of the meetings of directors need not be held within Canada in any financial year of the Corporation.

3.11 Calling of Meetings. Meetings of the directors shall be held at such time and place as the Chairman of the Board, the President or any two directors may determine.

3.12 Notice of Meeting. Notice of the time and place of each meeting of directors shall be given to each director by telephone or by written notice not less than 48 hours before the time of the meeting and need not specify the purpose of or the business to be transacted at the meeting. Meetings of the directors may be held at any time without notice if all the directors have waived or are deemed to have waived notice.

3.13 First Meeting of New Board. No notice shall be necessary for the first meeting of newly-elected directors held immediately following their election at a meeting of shareholders.

3.14 Adjourned Meeting. Notice of an adjourned meeting of directors is not required if the time and place of the adjourned meeting is announced at the original meeting.

3.15 Regular Meetings. The directors may appoint a day or days in any month or months for regular meetings and shall designate the place and time at which such meetings are to be held. A copy of any resolution of directors fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed and no other notice shall be required for any such regular meeting.

3.16 Chairman. The Chairman of the Board, or in his absence the President if a director, or in his absence a director chosen by the directors at the meeting shall be the chairman of any meeting of directors.

3.17 Voting at Meetings. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting, in addition to his original vote, shall not have a second or casting vote.

3.18 Conflict of Interest. A director or officer who is a party to, or who is a director or officer of or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act.

3.19 Remuneration and Expenses. The directors shall be paid such remuneration as the directors may from time to time by resolution determine. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in going to, attending and returning from meetings of directors or committees of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the

Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

4. COMMITTEES

4.1 Committees of Directors. The directors may appoint from among their number one or more committees of directors and delegate to them any of the powers of the directors except those which, under the Act, a committee of directors has no authority to exercise.

4.2 Audit Committee. The directors shall appoint from among their number an audit committee composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any affiliate of the Corporation. The audit committee shall review the financial statements of the Corporation and shall report thereon to the directors of the Corporation before such financial statements are approved by the directors. The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.

4.3 Transaction of Business. Subject to section 3.8, the powers of a committee appointed by the directors may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all members of the committee entitled to vote on that resolution at a meeting of the committee. Meetings of a committee may be held at any place in or outside Canada.

4.4 Procedure. Unless otherwise determined by the directors each committee shall have power to fix its quorum and to regulate its procedure.

5. OFFICERS

5.1 General. The directors may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine, including one or more assistants to any of the officers so appointed. The officers so appointed may but need not be members of the board of directors except as provided in sections 5.3 and 5.4.

5.2 Term of Office. Any officer may be removed by the directors at any time but such removal shall not affect the rights of such officer under any contract of employment with the Corporation. Otherwise, each officer shall hold office until his successor is appointed.

5.3 The Chairman of the Board. The Chairman of the Board, if any, shall be appointed from among the directors and shall, when present, be chairman of meetings of shareholders and directors and shall have such other powers and duties as the directors may determine.

5.4 The President. Unless the directors otherwise determine, the President shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chairman of the Board shall be chairman at meetings of shareholders and directors when present.

5.5 Vice-President. A Vice-President shall have such powers and duties as the directors or the President may determine.

5.6 Secretary. The Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees; shall attend and be secretary of all meetings of shareholders, directors and committees appointed by the directors and shall enter or cause to be entered on books kept for that purpose minutes of all proceedings at such meetings; shall be the custodian of the corporate seal of the Corporation and of all records, books, documents and other instruments belonging to the Corporation; and shall have such other powers and duties as the directors or the President may determine.

5.7 Treasurer. The Treasurer shall keep proper books of account and accounting records with respect to all financial and other transactions of the Corporation; shall be responsible for the deposit of money, the safe-keeping of securities and the disbursement of the funds of the Corporation; shall render to the directors when required an account of all his transactions as Treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the directors or the President may determine.

5.8 Other Officers. The powers and duties of all other officers shall be such as the directors or the President may determine. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the directors or the President otherwise direct.

5.9 Variation of Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

5.10 Conflict of Interest. An officer shall disclose his interest in any material contract or proposed material contract in accordance with section 3.18.

5.11 Agents and Attorneys. The directors shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as the directors may specify.

6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and the heirs and legal representatives of such a person to the fullest extent permitted by the Act.

6.2 Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6.1 to the extent permitted by the Act.

7. MEETINGS OF SHAREHOLDERS

7.1 Annual Meetings. The annual meeting of the shareholders shall be held at the registered office of the Corporation or at such other place, in or outside Ontario, at such time in each year as the directors may determine, for the purpose of receiving the reports and statements required to be placed before the shareholders at an annual meeting, electing directors, appointing an auditor or auditors, and for the transaction of such other business as may properly be brought before the meeting.

7.2 Other Meetings. The directors shall have power at any time to call a special meeting of shareholders to be held at such time and at such place, in or outside Ontario, as may be determined by the board of directors.

7.3 Electronic Meetings. A meeting of shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at a meeting or establishes a communications link to a meeting shall be deemed to be present at that meeting.

7.4 Notice of Meetings. Notice of the time and place of a meeting of shareholders shall be given not less than twenty-one days or more than fifty days before the meeting to each holder of shares carrying voting rights at the close of business on the record date for notice, to each director and to the auditor of the Corporation. Notice of a meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall include the text of any special resolution or by-law to be submitted to the meeting. All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business.

7.4.1 Notice and Access. Notwithstanding anything contained in subsection 7.4 above, or elsewhere in this by-law and, subject to the Act, the Corporation shall be entitled, at its discretion, to utilize the notice and access method of delivering shareholder meeting materials, soliciting proxies and receiving voting instructions from registered and beneficial shareholders adopted by the Canadian Securities Administrators in the amendments to the rules for communication between reporting issuers and their shareholders, effective for meetings held on or after March 1, 2013 as amplified by Ontario Securities Commission Staff Notice 54-702 dated February 28, 2013, as such rules may be modified from time to time.

7.5 Record Date for Notice. For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days or by less than twenty-one days the date on which the meeting is to be held. Where no record date is fixed, the

record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be at the close of business on the day immediately preceding the day on which the notice is given, or, if no notice is given, shall be the day on which the meeting is held. If a record date is fixed, notice thereof shall, subject to the Act, be given, in accordance with the requirements under applicable securities legislation and the requirements of the Canadian Securities Administrators.

7.6 Persons Entitled to be Present. The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors, the auditor and other persons who are entitled or required under any provision of the Act or the articles or by-laws of the Corporation to attend a meeting of shareholders of the Corporation. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

7.7 Chairman. The Chairman of the Board, or in his absence the President, or in his absence a person chosen by a vote at the meeting shall be chairman of meetings of shareholders.

7.8 Scrutineers. At each meeting of shareholders one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

7.9 Quorum. Two persons present in person or by proxy and each being entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders.

7.10 Right to Vote. The Corporation shall prepare a list of shareholders entitled to receive notice of a meeting arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared,

7.10.1 if a record date is fixed as hereinbefore provided, not later than ten days after that date;

7.10.2 if no record date is fixed, at the close of business on the day immediately preceding the day on hich the notice is given, or where no notice is given, on the day on which the meeting is held. A person named in the said list is entitled to vote the shares shown opposite his name at the meeting to which the list relates.

7.11 Joint Shareholders. Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present, in person or by proxy, they shall vote as one on the shares jointly held by them.

7.12 Representatives. Where a body corporate or association is a shareholder of the Corporation, the Corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the Corporation. An individual so authorized may exercise on behalf of the body corporate or association he represents all the powers it could exercise if it were an individual shareholder.

7.13 Executors and Others. An executor, administrator, committee of a mentally incompetent person, guardian or trustee and, where a corporation is such executor, administrator, committee, guardian or trustee of a testator, intestate, mentally incompetent person, ward or cestui que trust, any duly appointed representative of such corporation, upon filing with the secretary of the meeting sufficient proof of his appointment, shall represent the shares in his or its hands at all meetings of shareholders of the Corporation and may vote accordingly as a shareholder in the same manner and to the same extent as the shareholder of record. If there be more than one executor, administrator, committee, guardian or trustee, the provisions of this by-law respecting joint shareholders shall apply.

7.14 Proxyholders. Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, as his nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such meeting in respect of any matter by way of any show of hands. A proxy shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized and ceases to be valid one year from its date. A proxy shall be in such form as may be prescribed from time to time by the directors or in such other form as the chairman of the meeting may accept and as complies with all applicable laws and regulations.

7.15 Time for Deposit of Proxies. The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

7.16 Votes to Govern. Subject to the Act and the articles of the Corporation, at all meetings of shareholders every question shall be decided, either on a show of hands or by ballot, by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall not have a second or casting vote.

7.17 Show of Hands. Voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting or where required by the chairman. A ballot may be demanded either before or after any vote by show of hands. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be required or demanded, an entry in the minutes of a meeting of shareholders to the effect that the chairman declared a motion to be carried is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.

7.18 Ballots. If a ballot is demanded or required, the vote upon the question shall be taken in such manner as the chairman of the meeting shall direct and each person present and entitled to vote at the meeting shall, unless the articles of the Corporation otherwise provide, be entitled to one vote for each share in respect of which he is entitled to vote at the meeting.

7.19 Adjournment. The chairman of any meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place. If a meeting of shareholders is adjourned for less than thirty days it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.

7.20 Resolution in Lieu of Meeting. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders except where a written statement in respect thereof has been submitted by a director or where representations in writing are submitted by the auditor of the Corporation, in either case, in accordance with the Act.

8. SHARES

8.1 Issue. Subject to the Act and the articles of the Corporation, shares of the Corporation may be issued at such times and to such persons and for such consideration as the directors may determine, provided that no shares may be issued until it is fully paid as provided in the Act.

8.2 Commissions. The directors may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.3 Share Certificate. Every shareholder is entitled at his option to a share certificate in respect of the shares held by him that complies with the Act or to a non-transferable written acknowledgement (“written acknowledgement”) of his right to obtain a share certificate from the Corporation in respect of the shares of the Corporation held by him, but the Corporation is not bound to issue more than one share certificate or written acknowledgement in respect of a share or shares held jointly by several persons and delivery of a share certificate or written acknowledgement to one of several joint holders is sufficient delivery to all. Written acknowledgements shall be in such form or forms as the directors shall from time to time by resolution determine. The Corporation may charge a fee in accordance with the Act for a share certificate issued in respect of a transfer. Subject to the provisions of the Act and to the requirements of any stock exchange on which shares of the Corporation may be listed, share certificates shall be in such form or

forms as the directors shall from time to time approve. Unless otherwise determined by the directors, share certificates shall be signed by the Chairman of the Board, the President, or a Vice-President or a director and by the Secretary or the Treasurer and need not be under the corporate seal and certificates for shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned on behalf of such transfer agent and/or registrar. Share certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the Corporation and any additional signatures required on share certificates may be printed or otherwise mechanically reproduced thereon. A manual signature is not required on a share certificate representing a fractional share. If a share certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the share certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the share certificate is as valid as if he were a director or an officer at the date of its issue.

8.4 Direct Registration System. Notwithstanding Section 8.3, the Corporation may use the Direct Registration System (“DRS”) instead of physical share certificates to allow the possibility that the shares of the Company be issued and traded via the DRS. The DRS provides for the electronic direct registration of shares in a shareholder’s name on the books of the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically. The DRS provides shareholders with an alternate approach to holding their shares in certificate or “street” form. Under the DRS, shareholders can elect to have their shares registered directly on the issuer’s records in book-entry form. A shareholder electing to hold a share in a DRS book-entry position receives a statement from the issuer or its transfer agent evidencing ownership of the share. The shareholder can subsequently electronically transfer the DRS book-entry position to its bank or broker/dealer.

8.5 Transfer Agents and Registrars. For each class of shares or other securities issued by it, the Corporation may appoint one or more agents to keep the securities register and the register of transfers and one or more branch registers. Such an agent may be designated as a transfer agent or registrar according to functions and one agent may be designated both transfer agent and registrar. The securities register and the register of transfers shall be kept at the registered office of the Corporation or at such other places in Ontario as are designated by the directors, and the branch register or registers of transfers may be kept at such offices of the Corporation or other places, either within or outside Ontario, as are designated by the directors.

8.6 Transfer of Shares. Subject to the Act, no transfer of a share shall be registered except upon presentation of the certificate representing such share with an endorsement which complies with the Act, together with such reasonable assurance that the endorsement is genuine and effective as the directors may prescribe, upon payment of all applicable taxes and fees and upon compliance with the articles of the Corporation.

8.7 Non-Recognition of Trust. Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and to exercise all the rights and powers of an owner of the share.

8.8 Replacement of Share Certificates. Where the owner of a share certificate claims that the share certificate has been lost, apparently destroyed or wrongfully taken, the Corporation shall issue or cause to be issued a new certificate in place of the original certificate if the owner (i) so requests before the Corporation has notice that the share certificate has been acquired by a bona fide purchaser; (ii) files with the Corporation an indemnity bond sufficient in the Corporation’s opinion to protect the Corporation and any transfer agent, registrar or other agent of the Corporation from any loss that it or any of them may suffer by complying with the request to issue a new share certificate; and (iii) satisfies any other reasonable requirements imposed from time to time by the Corporation.

9. DIVIDENDS AND RIGHTS

9.1 Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

9.2 Cheques (Checks). A dividend payable in money shall be paid by cheque (check) to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the cheque (check)

shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their address in the Corporation’s securities register. The mailing of such cheque (check) as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Non-Receipt of Cheques (Checks). In the event of non-receipt of any dividend cheque (check) by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque (check) for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.

9.4 Record Date for Dividends and Rights. The directors may fix in advance a date, preceding by not more than fifty days the date for payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the rights to subscribe for such securities, and notice of any such record date shall be given not less than seven days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the directors.

9.5 Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

10. NOTICES

10.1 General. A notice or document required by the Act, the regulations thereunder, the articles or the by-laws of the Corporation to be sent to a shareholder or director of the Corporation may be sent by prepaid mail addressed to, or may be delivered personally to, the shareholder at his latest address as shown in the records of the Corporation or to the director at his latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current. A notice or document if mailed to a shareholder or director of the Corporation shall be deemed to have been received on the fifth day after mailing. If the Corporation sends a notice or document to a shareholder in accordance with this section and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address.

10.2 Computation of Time. In computing the time when a notice or document must be given or sent under any provision requiring a specified number of days’ notice of any meeting or other event, a “day” shall mean a clear day and the period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.

10.3 Omission and Errors. The accidental omission to give any notice or send any document to any shareholder, director or other person or the non-receipt of any notice or document by any shareholder, director or other person or any error in any notice or document not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such notice or document.

10.4 Notice to Joint Shareholders. All notices or documents with respect to any shares registered in more than one name may, if more than one address appears on the securities register of the Corporation in respect of such joint holding, be given to such joint shareholders at the first address so appearing, and all notices so given or documents so sent shall be sufficient notice to all the holders of such shares.

10.5 Proof of Service. A certificate of the Secretary or other duly authorized officer of the Corporation, or of any agent of the Corporation, as to facts in relation to the mailing or delivery or sending of any notice or document to any shareholder or director of the Corporation or to any other person or publication of any

such notice or document, shall be conclusive evidence thereof and shall be binding on every shareholder or director or other person as the case may be.

10.6 Signature on Notice. The signature on any notice or document given by the Corporation may be printed or otherwise mechanically reproduced thereon or partly printed or otherwise mechanically reproduced thereon.

10.7 Waiver of Notice. Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Attendance of any director at a meeting of the directors or of any shareholder at a meeting of shareholders is a waiver of notice of such meeting, except where he attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

11. BUSINESS OF THE CORPORATION

11.1 Voting Shares and Securities in Other Corporations. All of the shares or other securities carrying voting rights of any other body corporate or bodies corporate held from time to time by the Corporation may be voted at any and all meetings of holders of such securities of such other body corporate or bodies corporate in such manner and by such person or persons as the directors of the Corporation shall from to time determine or failing such determination the proper signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation instruments of proxy and arrange for the issue of voting certificates and other evidence of the right to vote in such names as they may determine.

11.2 Bank Accounts, Cheques (Checks), Drafts and Notes. The Corporation’s bank accounts shall be kept in such chartered bank or banks, trust company or trust companies or other firm or corporation carrying on a banking business as the directors may by resolution from time to time determine. Cheques (Checks) on bank accounts, drafts drawn or accepted by the Corporation, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature may be made, signed, drawn, accepted or endorsed, as the case may be, by such officer or officers, person or persons as the directors may by resolution from time to time name for that purpose. Cheques (Checks), promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of any one of the Corporation’s bank accounts by such officer or officers, person or persons, as the directors may by resolution from time to time name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the Corporation’s name.

11.3 Execution of Instruments. Any one director or officer shall have authority to sign in the name and on behalf of the Corporation all instruments in writing and any instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments in writing. Any signing officer may affix the corporate seal to any instrument requiring the same. The term “instruments in writing” as used herein shall, without limiting the generality thereof, include contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities, instruments of proxy and all paper writing.

11.4 Fiscal Year. Until changed by resolution of the directors the fiscal year of the Corporation shall terminate on the 31st day of December in each year.

12. INTERPRETATION

12.1 In this by-law, wherever the context requires or permits, the singular shall include the plural and the plural the singular; the word “person” shall include firms and corporations, and masculine gender shall include the feminine and neuter genders. Wherever reference is made to any determination or other action by the directors such shall mean determination or other action by or pursuant to a resolution passed at a meeting of the directors, or by or pursuant to a resolution consented to by all the directors as evidenced by their signatures thereto. Wherever reference is made to “the Business Corporations Act” or the “Act”, it shall mean the Business Corporations Act of the Province of Ontario, and every other act or statute

incorporated therewith or amending the same, or any act or statute substituted therefor. Unless the context otherwise requires, all words used in this by-law shall have the meanings given to such words in the Act.

13. REPEAL

All prior by-laws of the Corporation be and they are hereby repealed without prejudice to any action or actions taken thereunder.

Approved by the Board of Directors and made effective as of May 13, 2013.

Approved by the Shareholders of the Corporation on June 21, 2013.

Amended by the Board of Directors on July 3, 2014.

Amendment approved by the Shareholders of the Corporation on August 12, 2014

	/s/ Michel Lafrance
	Michel Lafrance, Secretary

Exhibit 4.04

UNIVERSITY OF CONNECTICUT

TECHNOLOGY INCUBATION PROGRAM (TIP)

LEASE AGREEMENT

This Lease is made and entered into by and between the UNIVERSITY OF CONNECTICUT (hereinafter “UNIVERSITY”), a constituent unit of the State of Connecticut System of Higher Education, acting herein by its Executive Vice President of Administration and Chief Financial Officer or its Master Planner and Chief Architect pursuant to the provisions of Conn. Gen. Stat. § 4b-38, as revised, and ODIS, Inc., (hereinafter “COMPANY”) organized and existing under the laws of the State of Delaware and having its principal address at 54 Ahern Lane, Unit 5219, Storrs, Connecticut, and acting herein by Peter Copetti, its Chief Executive Officer, duly authorized.

WITNESSETH:

The parties hereto, for the consideration mentioned herein, covenant and agree as follows:

1. LEASE OF PREMISES : The UNIVERSITY hereby leases unto the COMPANY approximately 5996 square feet of space, comprising Rooms 100, 100A, 100B, 101,102,107 and 112, in the building known as the Merritt Building (hereinafter the “Building”) located on the grounds of the University of Connecticut campus at Storrs, Connecticut, together with the right of ingress into and egress out of the said premises and together with the improvements, fixtures, equipment and facilities of the UNIVERSITY now located or to be located on said premises (hereinafter the “Demised Premises”).

2. TERM OF LEASE : The term of the Lease shall extend for one (1) year commencing on April 1, 2015 and ending on March 31, 2016 (hereinafter “Lease Term”). The COMPANY shall have the option to extend the Lease Term for two (2) additional one (1) year periods with the consent of the UNIVERSITY. (The initial one-year lease term and any extended lease term(s) shall be collectively referred to as the “Lease Term.”) The COMPANY shall notify the UNIVERSITY of its intent to extend the term of the Lease no fewer than sixty (60) days prior to the end date of the then current term. Said extension will only be effective upon full execution of a written amendment.

3. RENT :

3.1 The COMPANY shall pay the UNIVERSITY annual fixed rent of One Hundred Fifty Eight Thousand Eight Hundred Ninety Four and 00/100 Dollars ($158,894.00) ($26.50 sq. ft.) for the initial Lease Term, which shall be payable on the 1st day of each calendar month, in advance, in equal monthly installments and prorated for any partial month, during the term of this Lease unless the COMPANY prepays, as described in Section 3.2 and 3.4 below.

THE MAXIMUM RENTAL AMOUNT PAYABLE DURING THE FIRST YEAR OF THE LEASE TERM IS $158,894.00.

3.2 If the COMPANY prepays the UNIVERSITY a lump sum amount representing payment for the entire first year of the Lease Term, the COMPANY shall pay a discounted annual rental amount of $144,490.16. If the COMPANY elects to terminate the Lease early, the COMPANY forfeits any and all prepaid amounts.

3.3 If the COMPANY exercises its option to extend the term of the lease beyond the first year, the COMPANY acknowledges and agrees that pursuant to TIP “Policy on Rent Rates,” rent will increase at the rate of $2.00 per square foot annually for each year of occupancy subsequent to the first, in accordance with the following schedule:

TERM	MONTHLY PAYMENT		ANNUAL AMOUNT
4/1/2016 to 3/31/2017	$	14,240.50	$	170,886.00
4/1/2017 to 3/31/2018	$	15,239.83	$	182,877.96

THE POTENTIAL MAXIMUM RENTAL AMOUNT PAYABLE DURING THE ENTIRE LEASE TERM IS $512,657.96

3.4 In an alternative to Section 3.3 above, if the COMPANY exercises its option to extend the term of the lease beyond its first year and prepays a lump sum payment representing payment for the entire lease term, on or prior to the commencement date of that lease term, the payments will be as follows:

TERM	TOTAL ANNUAL AMOUNT DUE IN LUMP SUM PAYMENT		PAYMENT DUE DATE
4/1/2016 to 3/31/2017	$	161,978.69	3/31/2016
4/1/2017 to 3/31/2018	173,345.61		3/31/2017

3.5 The COMPANY shall pay rent by check, payable to the University of Connecticut , and mailed to:

University of Connecticut

Cash Operations

233 Glenbrook Road, U-4231

Storrs, Connecticut 06269-4231.

3.6 If the COMPANY fails to pay the rent within ten (10) days of first of each month, as stated in Section 3.1 herein, the COMPANY shall pay the UNIVERSITY a late payment charge of $50.00 per occurrence. The payment of this late charge is in addition to other remedies available to the UNIVERSITY under this Lease.

4. USE OF PREMISES : The Demised Premises shall be used only for the purpose of housing the office and laboratory, to be used as a research and development facility of COMPANY and to promote the development of products and sales of COMPANY emanating from such research. COMPANY agrees that all activities conducted within the Demised Premises shall be in full compliance with all federal and/or State rules and regulations, as well as any University of Connecticut written policies. University policies may be found online at http://www.policy.uconn.edu/ and http://www.policies.uchc.edu/ and on the TIP website at http://www.tip.uconn.edu.

5. UNIVERSITY’S OBLIGATIONS :

5.1 The UNIVERSITY will provide and pay for: electricity; one telephone connection and one data jack; heat; hot and cold running water and sewer systems; snow and ice removal; sanding; grounds-keeping; janitorial service; parking in common with the other tenants of the Building under the prevailing terms and conditions for UNIVERSITY’S employees; security; refuse removal from the Demised Premises; any renovations necessary to comply with any applicable fire, health, handicap accessibility and safety codes, including without limitation the American with Disabilities Act (ADA); replacement of burnt-out bulbs, tubes and ballasts; toilet supplies; and

structural maintenance and repairs. Additional data jacks will be provided to the COMPANY at a cost of two hundred dollars ($200.00) each to the COMPANY.

5.2 The UNIVERSITY, through the TIP, will provide to the COMPANY: access to the UNIVERSITY’S library and computer network; hazardous waste removal information for the coordination of services, training, inspection and a sample chemical hygiene plan; business support services; conference rooms; cold room; and fax/copier. TIP may offer, under special arrangement with the COMPANY: (1) access to specialized equipment and instrumentation; (2) connections to researchers and scientists; (3) animal facilities, as space allows and with appropriate faculty collaboration; and (4) access to the Bioservices Center at Storrs and Core Facilities at the University of Connecticut Health Center.

5.3 The UNIVERSITY will provide orientation to the COMPANY’S employees related to applicable UNVERSITY policies.

6. COMPANY OBLIGATIONS :

6.1 Except as otherwise provided for in Section 5, COMPANY shall be responsible for the following expenses, services and financial obligations related to use of the Demised Premises: payment of personal property taxes limited to COMPANY’S personal property and, in the case of real property taxes, a percentage of such taxes equal to the percentage of square footage of the Demised Premises (prorated for partial years of occupancy); assessments, special assessments or special permits, or similar charges, if any, related to the Demised Premises, of any nature whatsoever; utilities separately metered; leasehold improvements to the Demised Premises; plate glass replacement in the Demised Premises; signs, subject to reasonable consent of the UNIVERSITY; repair and/or replacement for any damage caused to UNIVERSTY property by the COMPANY or its invitees; commercial extermination service for the Demised Premises; telephone installation and call charges; and any modifications or renovations made at the request or under the direction of the COMPANY, subject to the prior written approval of the UNIVERSITY.

6.2 The COMPANY agrees it will conform to all Federal and State laws and regulations and all UNIVERSITY Environmental Health and Safety (“EHS”) requirements including, but not limited to, hazardous waste removal, radiation safety, and animal health and welfare. The COMPANY agrees that the UNIVERSITY will provide monitoring and training in these areas. Prior to execution of this Lease and on an annual basis (and/or upon any changes in the business), the COMPANY will complete EHS and Research Compliance questionnaires. The COMPANY agrees to allow site inspections of the Demised Premises upon occupancy and at any time thereafter that may be determined necessary by EHS personnel.

6.3 The COMPANY will arrange for hazardous waste removal by coordinating with the UNIVERSITY’S Environmental Health and Safety Division (“EHS Division”) to assist the COMPANY in satisfying its obligation to comply with all Federal and State laws and regulations and all UNIVERSITY EHS requirements. The COMPANY is responsible for scheduling, for signing for the shipment and for payment directly to the UNIVERSITY’S hazardous waste service provider. Pickup can be arranged at the TIP location where the COMPANY resides. The COMPANY can contract directly with the UNIVERSITY’S provider to have its hazardous waste removed, but it will be the COMPANY’S obligation to make all arrangements with the provider. The UNIVERSITY may, but is not required to, provide packaging through the EHS Office.

6.4 The COMPANY agrees to provide to the UNIVERSITY’S TIP management brief quarterly updates on: the

COMPANY’S scientific progress, new and existing grants, and any company business issues. The COMPANY agrees to meet with the TIP management quarterly to provide an overall detailed status update on the COMPANY’S space needs. In addition, the COMPANY will provide its financial statements to TIP upon request from TIP management.

6.5 The COMPANY will provide, before the Lease is fully executed, a current certificate of liability insurance, in accordance with Section 16 of this Lease. A current certificate will be supplied by the COMPANY annually each year thereafter.

6.6 The COMPANY will make a best effort to provide comprehensive updates, utilizing non-confidential data, on scientific progress, new and existing grants, and business issues of COMPANY to the TIP committee within six (6) months of the start date for the Lease Term and annually thereafter.

6.7 The COMPANY will ensure that the Demised Premises are fully staffed and that the COMPANY’S TIP lab is adequately funded without any lengthy interruption through the term of this Lease.

6.8 The COMPANY will provide the UNIVERSITY quarterly data regarding jobs, revenue, and taxes generated by its business with the understanding that the UNIVERSITY agrees that this data will only be used in the aggregate for determining TIP program impact.

6.9 The COMPANY will supply TIP with copies, as they are executed, of all consulting arrangements and/or use and occupancy agreements, supporting its TIP Lab, with other entities at the UNIVERSITY.

6.10 The COMPANY will supply to the UNIVERSITY, upon execution of this Lease or any Lease Amendment, a copy of its incorporation papers including documents indicating current officer names and ownership.

6.11 The COMPANY will develop a full business plan utilizing non-confidential and non-proprietary data relative to its TIP operation. In addition, COMPANY will provide its financial statements if requested by TIP management.

6.12 In year two of its occupancy, the COMPANY agrees that it will consider a plan for an eventual transition from the TIP facilities to an independent location at the end of the third year of the Lease Term. The TIP management will work with the COMPANY to develop the transition plan and provide services to support this effort.

6.13 The COMPANY agrees that improvements to the Demised Premises are the responsibility of the COMPANY and may be made only with the written consent of the UNIVERSITY. The Company further agrees that all such improvements shall be made in accordance with Section 13.

6.14 The COMPANY agrees that all costs associated with removing furniture and cabinets, including storage, from the Demised Premises will be the responsibility of COMPANY.

6.15 The COMPANY agrees that the equipment listed in Exhibit B, attached hereto and made a part hereof, has been or will be donated to the University of Connecticut School of Engineering upon the Termination of this Lease and the COMPANY vacating the Demised Premises. The COMPANY also agrees that it must keep the equipment listed on Exhibit B in good working order, at its own expense, during the Lease Term.

6.16 The COMPANY agrees that rent in Section 3.1 will be paid from the start date of the Lease regardless of occupancy of the Demised Premises, unless such postponement of occupancy is a result of delay by the UNIVERSITY.

6.17 The COMPANY will immediately notify UNIVERSITY’S Department of Public Safety regarding any injuries or accidents occurring on the Demised Premises.

6.18 The COMPANY will promptly notify UNIVERSITY of any new employees who will be working at the Demised Premises to ensure that they receive timely orientation relative to applicable University policies.

7. INTELLECTUAL PROPERTY : UNIVERSITY shall not claim ownership in any intellectual property to which it may be entitled pursuant to Connecticut General Statutes Sections 10a-110 and 10a-110b, solely on the basis that such intellectual property was developed at or within the Demised Premises. Nothing in this or any other provision of this Lease shall prevent the parties hereto from entering into a written agreement concerning ownership of intellectual property or rights thereto developed at or within the Demised Premises, nor shall the UNIVERSITY be prohibited from claiming an ownership interest in any such intellectual property based on other factors contained in sections 10a-110 or 10a-110b.

8. CONDITIONS OF PREMISES : The Demised Premises are leased to and taken by the COMPANY “as is,” and in its present condition; provided, however, that nothing contained herein shall modify the UNIVERSITY’S obligations under Section 5 hereof, and this provision shall not apply to latent defects or conditions or to non-obvious structural matters. The COMPANY covenants that it will maintain the Demised Premises in a clean, orderly and safe condition, ordinary wear and tear excepted, free from waste, and shall not permit any nuisance therein or the accumulation of trash or debris thereon or appurtenant thereto.

9. ASSIGNMENT AND SUBLETTING : The COMPANY shall not sublet the Demised Premises, in whole or in part, or assign this Lease, or permit the Demised Premises to be used or occupied, in whole or in part, by others without the prior written consent of the UNIVERSITY, which consent shall not be unreasonably withheld, delayed or conditioned. In the event such consent is given, the COMPANY shall not be relieved from any obligation under this Lease by reason of any such assignment or subletting.

10. UNIVERSITY’S RIGHT OF ENTRY : The COMPANY agrees that the UNIVERSITY shall have the right to enter upon the Demised Premises at any time or from time to time for whatever purpose the UNIVERSITY deems necessary to enforce its rights or perform its obligations under this Lease, provided that UNIVERSITY will use its best efforts to avoid interfering with COMPANY’S business on the Demised Premises.

11. COMPLIANCE WITH LAWS : The COMPANY agrees that it will use the Demised Premises so as to conform with and not violate any laws, regulations and/or requirements of the United States and/or the State of Connecticut and/or any ordinance, rule or regulation of the Town of Storrs, now or hereafter made, relating to the use of the Demised Premises to the extent applicable, and the COMPANY shall indemnify and save the UNIVERSITY harmless from any fines, penalties or costs for violation of or noncompliance with the same, relating to the operation of COMPANY’S business on the Demised Premises. The COMPANY will comply will all export control regulations, including the Export Administration Regulations (EAR) Title 15, sections 730-774 of the Code of Federal Regulations (CFR), and the International Traffic in Arms Regulations (ITAR), 22 CFR sections 120-130. The UNIVERSITY does not provide export control advice to TIP Companies. The COMPANY acknowledges that certain exemptions from export control regulations

applicable to the University do not apply to private companies.

12. LIENS : The COMPANY will not permit any lien for money claimed against or owing by the COMPANY to be placed against the Demised Premises or the Building during the term hereof and should any such lien be recorded, the COMPANY shall, within fifteen (15) days after such lien is recorded, bond over or pay and discharge same. Should any such lien be recorded and not be bonded over, released or discharged, the UNIVERSITY may, at the UNIVERSITY’S option (but without obligation so to pay or discharge such lien), pay and discharge any such lien, at the cost and expense of the COMPANY.

13. DEFAULT BY THE COMPANY; RIGHT TO TERMINATE :

13.1 In the event the COMPANY shall: (a) fail to pay any rent payable pursuant to this Lease within ten (10) days following written notice that same is due; or (b) if, for a period of thirty (30) days after notice thereof has been given to the COMPANY the COMPANY shall fail to perform or comply with any term hereof or any duty or obligation imposed upon it by this Lease or by any other rule or regulation of the UNIVERSITY (provided, however, that if such cure cannot be accomplished within such thirty (30) days, and if the COMPANY promptly commences and diligently pursues such cure, the COMPANY may have up to thirty (30) additional days to effect such a cure); or (c) if the COMPANY shall abandon the Demised Premises; or (d) there shall be filed by or against the COMPANY, or any guarantor of the COMPANY’S obligations hereunder, a petition in bankruptcy or insolvency or for reorganization, dissolution, liquidation or for the appointment of a receiver or trustee of all or a portion of the COMPANY’S or such guarantor’s property and in the case of an involuntary bankruptcy, the same is not discharged within sixty (60) days thereafter; or (e) if the COMPANY or such guarantor makes an assignment for the benefit of creditors or enters into an arrangement or admits its inability to pay its debts as they become due, then and in any such event, the UNIVERSITY shall have the right, in addition to any other rights and remedies the UNIVERSITY may have, at the UNIVERSITY’S option, to enter upon the Demised Premises, repossess, and enjoy the same in accordance with applicable law, as if this Lease had not been made, and thereupon this Lease shall terminate without prejudice. Upon demand by the UNIVERSITY, the COMPANY shall surrender to the UNIVERSITY complete and peaceable possession of the Demised Premises.

13.2 Without such re-entry as provided in Section 13.1, the UNIVERSITY may recover possession of the Demised Premises in any manner permitted by law, including summary process, it being understood that no demand for rent or re-entry for condition broken, as at common law, shall be necessary to enable the UNIVERSITY to recover such possession.

13.3 Upon the breach by the COMPANY of any terms and conditions of this Lease, the parties hereto agree that this Lease may be terminated immediately at the option of the UNIVERSITY, without any obligations being thrust upon the UNIVERSITY of any nature whatsoever.

13.4 After the completion of the initial one-year lease term, either party may terminate this Lease without cause or penalty upon sixty (60) days prior written notice. In the event that the COMPANY elects to terminate this Lease without cause, the COMPANY forfeits any prepaid rental amounts described in Sections 3.2 and 3.4 of this Lease and the UNIVERSITY shall retain those payments free and clear of any additional obligations.

14. ALTERATIONS AND IMPROVEMENTS : The COMPANY shall not make any alterations or improvements in or to the Demised Premises or adjacent grounds without the prior written consent of the UNIVERSITY, which consent shall not be unreasonably withheld or delayed. Any approved alteration or improvement shall be done by contractors consented

to by the UNIVERSITY, which consent shall not be unreasonably withheld or delayed. Such approved alteration or improvement shall be made in a good and workmanlike manner and in a manner so that the structural integrity of the Building shall not be impaired. The COMPANY shall obtain all necessary permits and, at the UNIVERSITY’S option, shall submit to the UNIVERSITY architectural renderings, insurance certificates and lien waivers as reasonably required by the UNIVERSITY. Upon the making of such alterations or improvements the same shall become the property of the UNIVERSITY, provided, however, that should the UNIVERSITY require removal of such improvements, the UNIVERSITY shall notify the COMPANY in writing at the time consent is given that the UNIVERSITY will require that the COMPANY remove the same at no expense to the UNIVERSITY and repair any damage caused by such removal and that the Demised Premises shall be left by the COMPANY in the condition that the Demised Premises were in at the commencement of the term of this Lease, ordinary wear and tear excepted.

15. PERSONAL PROPERTY : All personal property of every kind and description, which may at any time be on the Demised Premises, shall be at the COMPANY’s sole risk and the UNIVERSITY shall have no liability therefore.

16. INSURANCE :

16.1 The COMPANY shall maintain its own insurance policy covering such personal property.

16.2 The COMPANY shall obtain and keep in force at its sole expense during the Lease Term, the following insurance coverage:

(a) Commercial General Liability

1.	Each Occurrence	$	1,000,000
2.	Personal and Advertising Injury	$	1,000,000
3.	General Aggregate	$	2,000,000
4.	Fire Legal Liability	$	100,000

The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Lease.

(b) Business Automobile Liability: Minimum Limits for Owned, Scheduled, Non Owned, or Hired Automobiles with a combined single limit of not less than $1,000,000 per occurrence.

(d) Such other insurance in such amounts which from time to time may reasonably be required by the mutual consent of the UNIVERSITY and the COMPANY against other insurable hazards relating to performance.

16.3 All policies of insurance provided for in this Section shall be issued by insurance companies with general policyholder’s rating of not less than A- and a financial rating of not less than Class VIII as rated in the most current available A.M. Best Insurance Reports and be licensed to do business in the State of Connecticut. All such policies shall be issued in the name of the COMPANY, and shall name, as Additional Insured, The State of Connecticut, University of Connecticut, with respects to liability arising out of operations, maintenance, or use of the Demised Premises. Certificates thereof shall be delivered to the UNIVERSITY within thirty (30) days after Lease execution, and thereafter certificates thereof shall be delivered to the UNIVERSITY within ten (10) days prior to the expiration of the term of each such policy, all at no cost to the UNIVERSITY. All certificates delivered to the UNIVERSITY shall contain a provision that the company writing said policy will give to the UNIVERSITY at least twenty (20) days’ notice in writing in advance of any material change, cancellation, termination or lapse of the Effective Date of any reduction in the amounts of insurance below the requirements of the Lease. Policies shall waive the right of recovery against the UNIVERSITY and shall be

primary.

17. INDEMNIFICATION : The COMPANY hereby indemnifies and shall defend and hold harmless the UNIVERSITY, the State of Connecticut, its officers and its employees from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liabilities, monetary loss, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature arising out of the performance of this agreement, including those arising out of injury to or death of COMPANY’S employees or subcontractors, whether arising before, during or after completion of the services hereunder and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any intentional, reckless or negligent act or omission of the COMPANY or its employees, agents or subcontractors.

18. SURRENDER OF PREMISES : At the expiration or other termination of this Lease, the COMPANY will surrender the Demised Premises, after consultation with EH&S, to the UNIVERSITY in as good, broom-clean condition as that existing at the beginning of the Lease Term (excluding reasonable use and wear thereof), and except for damage caused by unavoidable circumstances and any alterations or additions which may have been made by the COMPANY at the COMPANY’S expense with the written consent of the UNIVERSITY, or otherwise permitted hereunder. Any such alterations or additions shall become, at no cost to the UNIVERSITY, the property of the UNIVERSITY, at the end of the Lease Term, unless as otherwise provided in Section 14 hereof. The UNIVERSITY reserves the right, however, at the termination or expiration of the Lease, to demand, upon reasonable notice to the COMPANY, that the COMPANY remove such alterations and additions at the COMPANY’S expense, leaving the Demised Premises in substantially the same condition as it was at the beginning of the Lease Term.

19. HOLDING OVER : If at the expiration or termination of the Lease (including any applicable extension option periods contained therein) the COMPANY shall hold over for any reason without the consent of the UNIVERSITY, the COMPANY thereafter shall be a tenant at sufferance, and the base rent shall be one hundred fifty percent (150%) of the rent specified in the final year of the Lease. Any holding over by the COMPANY shall not operate to extend or renew this Lease.

20. NOTICES : All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing. All notices demands and requests shall be deemed to have been properly served if sent by Federal Express or other reputable express carrier for next business day delivery, charges billed to or prepaid by shipper; or if deposited in the United States mail, registered or certified with return receipt requested, proper postage prepaid, addressed as follows:

If directed to the UNIVERSITY, written notice shall be addressed to:

Robert Sitkowski, Attorney

University of Connecticut

Office of the General Counsel

343 Mansfield Rd, U-1177

Storrs, CT 06269-1177

If directed to the COMPANY, written notice shall be directed to:

Mr. Peter Copetti

ODIS, Inc.

Merritt Building

270 Middle Turnpike
Storrs, CT 06269

21. COMPLETE AGREEMENT : No prior stipulations, agreements or understandings, verbal or otherwise, of the parties hereto or their agents, shall be valid or enforceable unless embodied in the provisions of this Lease.

22. NON-DISCRIMINATION : References in this Section to “Contract” shall mean this Lease and references to “Contractor” shall mean this COMPANY

(a) For purposes of this Section, the following terms are defined as follows: (i) “Commission” means the Commission on Human Rights and Opportunities; (ii) “Contract” and “contract” include any extension or modification of the Contract or contract; (iii) “Contractor” and “contractor” include any successors or assigns of the Contractor or contractor; (iv) “Gender identity or expression” means a person’s gender-related identity, appearance or behavior, whether or not that gender-related identity, appearance or behavior is different from that traditionally associated with the person’s physiology or assigned sex at birth, which gender-related identity can be shown by providing evidence including, but not limited to, medical history, care or treatment of the gender-related identity, consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely held, part of a person’s core identity or not being asserted for an improper purpose; (v) “good faith” means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations; (vi) “good faith efforts” shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements; (vii) “marital status” means being single, married as recognized by the State of Connecticut, widowed, separated or divorced; (viii) “mental disability” means one or more mental disorders, as defined in the most recent edition of the American Psychiatric Association’s “Diagnostic and Statistical Manual of Mental Disorders”, or a record of or regarding a person as having one or more such disorders; (ix) “minority business enterprise” means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and (x) “public works contract” means any agreement between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees.

For purposes of this Section, the terms “Contract” and “contract” do not include a contract where each contractor is (1) a political subdivision of the state, including, but not limited to, a municipality, (2) a quasi-public agency, as defined in Conn. Gen. Stat. Section 1-120, (3) any other state, including but not limited to any federally recognized Indian tribal governments, as defined in Conn. Gen. Stat. Section 1-267, (4) the federal government, (5) a foreign government, or (6) an agency of a subdivision, agency, state or government described in the immediately preceding enumerated items (1), (2), (3), (4) or (5).

(b) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents performance of the work involved; (2) the Contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, to state that it is an “affirmative action-equal opportunity employer” in accordance with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contractor understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Contractor’s commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes §§ 46a-56,46a-68e and 46a-68f; and (5) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a public works contract, the Contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects.

(c) Determination of the Contractor’s good faith efforts shall include, but shall not be limited to, the following factors: The Contractor’s employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects.

(d) The Contractor shall develop and maintain adequate documentation, in a manner prescribed by the Commission, of its good faith efforts.

(e) The Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes §46a-56; provided if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

(f) The Contractor agrees to comply with the regulations referred to in this Section as they exist on the date of this Contract and as they may be adopted or amended from time to time during the term of this Contract and any amendments thereto.

(g) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation; (2) the Contractor agrees to provide each labor union or representative of workers with which such Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which such Contractor has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers’ representative of the Contractor’s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) the Contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes § 46a-56; and (4) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor which relate to the provisions of this Section and Connecticut General Statutes § 46a-56.

(h) The Contractor shall include the provisions of the foregoing paragraph in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes § 46a-56; provided, if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

23. EXECUTIVE ORDERS : This Lease is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices, Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 1973, concerning the listing of employment openings and Executive Order No. Sixteen of Governor John G. Rowland promulgated August 4, 1999, concerning violence in the workplace, all of which are incorporated into and are made a part of this Lease as if they had been fully set forth in it. At the COMPANY’S request, the UNIVERSITY shall provide a copy of these orders to the COMPANY. The COMPANY may also be subject to Executive Order No. 7C of Governor M. Jodi Rell, promulgated July 13, 2006, concerning contracting reforms, and Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning procurement of cleaning products and services, in accordance with their respective terms and conditions.

24. POWER TO EXECUTE : The individual signing this Lease on behalf of the COMPANY certifies that s/he has full authority to execute the same on behalf of the COMPANY and that this Lease has been duly authorized, executed and delivered by the COMPANY and is binding upon the COMPANY in accordance with its terms. The COMPANY shall provide a corporate resolution or other signature authority documentation certifying that the individual executing this

Lease has been authorized by the governing body of the COMPANY to sign on behalf of the COMPANY, signed on or after the date of the Lease execution by the COMPANY.

25. ETHICS AFFIDAVITS AND NONDISCRIMINATION CERTIFICATION REQUIREMENTS :

25.1 The UNIVERSITY, as an agency of the State of Connecticut, requires that notarized Gift and Campaign Contribution Certificates (Office of Policy and Management “OPM” Form 1) and Consulting Agreement Affidavits (OPM Form 5) accompany all State contracts/agreements with a value of $50,000 or more in a calendar or fiscal year. (Form 1 is also used with a multi-year contract to update the initial certification on an annual basis.)

25.2 An executed Nondiscrimination Certification must also be provided by the COMPANY at the time of Lease execution for all Leases with individuals, corporations and other entities, regardless of type, term, cost or value. The Certification requires the signer to disclose his/her title and certify that the COMPANY has in place a properly-adopted policy, which supports the nondiscrimination requirements of Connecticut law. This Certification is required for all original Leases as well as Lease Amendments, signed on or after the date of the Lease execution by the COMPANY.

26. GOVERNING LAW : This Lease shall be governed by the laws of the State of Connecticut, without regard to its principles of conflicts of laws.

27. CLAIMS AGAINST THE STATE : The COMPANY agrees that the sole and exclusive means for the presentation of any claim against the State arising from this Lease shall be in accordance with Chapter 53 of the Connecticut General Statutes (Claims Against the State) and the COMPANY further agrees not to initiate any legal proceedings in any state or federal court in addition to, or in lieu of, said Chapter 53 proceedings.

28. MODIFICATION : The terms of this Lease may be modified or altered only by written Amendment to Lease between the UNIVERSITY and the COMPANY, and no act or omissions of any employee or agent of the UNIVERSITY or the COMPANY shall alter, change or modify any of the provisions hereof.

29. APPROVAL OF BOARD OF TRUSTEES, STATE TREASURER AND ATTORNEY GENERAL : This Lease shall not be binding on the UNIVERSITY or the COMPANY unless approved by the UNIVERSITY’S Board of Trustees and executed by authorized representatives of both the State of Connecticut Treasurer and Attorney General.

30. FORCE MAJEURE : The UNIVERSITY and the COMPANY shall be excused for the period of delay in the performance of any of their respective obligations, excepting monetary obligations hereunder, and shall not be considered in default when prevented from so performing due to a labor strike, riot, war, fire, flood or other casualty, or Acts of God so extensive as to prevent the COMPANY from conducting business or preventing the COMPANY or the UNIVERSITY from complying with their obligations under the Lease.

31. STATE ELECTION ENFORCEMENT COMMISSION (SEEC) CAMPAIGN CONTRIBUTION BAN : This Lease is subject to the provisions of the State Election Enforcement Commission (SEEC) Campaign Contribution Ban. For all State Contracts as defined in P.A. 10-1 having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatory to this Agreement expressly acknowledges receipt of the State Elections Enforcement Commission’s notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice. See SEEC NOTICE, attached hereto as Exhibit A.

IN WITNESS WHEREOF, the parties have hereunto set their hands.

Signed in the presence of:	COMPANY: ODIS, INC.


/s/ [ILLEGIBLE]	By:	/s/ Peter Copetti
Witness		Peter Copetti, CEO, Duly Authorized

/s/ [ILLEGIBLE]	Date signed:		12/10/2014
Witness


State of Connecticut
ss: Woodstock
County of Windham

On this the 10 th day of December, 2014, before me, the undersigned officer, personally appeared
Peter Copetti, who acknowledged himself/herself to be CEO
(Name)	(Title, duly-authorized officer)

of ODIS, Inc., and that he/she, being duly authorized to do so, executed the foregoing instrument for the purposes therein contained.

	/s/ [ILLEGIBLE]

	Notary Public - My Commission Expires:	3/31/18
	Or, Commissioner of the Superior Court

Signed in the presence of:	UNIVERSITY OF CONNECTICUT:


/s/ Donna M. Balskus	By:	/s/ John Biancamano
Witness	Its Executive Vice President of Administration and
Donna M. Balskus	Chief Financial Officer
	or
	Its Master Planner and Chief Architect


/s/ Debbie L. Carone	Date signed:		12/11/14
Witness
Debbie L. Carone

State of Connecticut
ss: Storrs
County of Tolland

On this the 11 th day of December, 2014, before me, the undersigned officer personally appeared John Biancamano, Interim Executive Vice President for Administration and Chief Financial Officer of the University of Connecticut, Storrs, Connecticut, known to me to be the person described in the foregoing instrument, and acknowledged that he/she, being duly authorized to do so, executed the same for the purposes therein contained.

	/s/ Donna M. Balskus
	Notary Public - My Commission Expires:
	Or, Commissioner of the Superior Court
	DONNA M BALSKUS
APPROVED pursuant to C. G. S. § 4b-38(g):	NOTARY PUBLIC
	MY COMMISSION EXPIRES
	JULY 31, 2017

/s/ Christine Shaw	Date:	Jan. 6, 2015
(Or designee, Christine Shaw)
(Title of designee : Deputy State Treasurer)

APPROVED AS TO FORM:

/s/ Joseph Rubin	Date:	1/7/15
Joseph Rubin
Associate Attorney General

EXHIBIT A

NOTICE

CONNECTICUT STATE ELECTIONS ENFORCEMENT COMMISSION - Rev. 1/11

NOTICE TO EXECUTIVE BRANCH STATE CONTRACTORS AND PROSPECTIVE STATE CONTRACTORS OF CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS

This notice is provided under the authority of Connecticut General Statutes §9-612(g)(2), as amended by P.A. 10-1, and is for the purpose of informing state contractors and prospective state contractors of the following law (italicized words are defined below “Definitions).

CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS

No state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee (which includes town committees).

In addition, no holder or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee.

On and after January 1, 2011, no state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit contributions from the state contractor’s or prospective state contractor’s employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee.

DUTY TO INFORM

State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof.

PENALTIES FOR VIOLATIONS

Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties:

Civil penalties — UP to $2,000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of up to $2,000 or twice the amount of the prohibited contributions made by their principals.

Criminal penalties — Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or not more than $5,000 in fines, or both.

CONTRACT CONSEQUENCES

In the case of a state contractor, contributions made or solicited in violation of the above prohibitions may resulting the contract being voided.

In the case of a prospective state contractor, contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation.

The State shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation.

Additional information may be found on the website of the State Elections Enforcement Commission, www.ct.gov/seec. Click on the link to “Lobbyist/Contractor Limitations.”

DEFINITIONS

“State contractor” means a person, business entity or nonprofit organization that enters into a state contract. Such person, business entity or nonprofit organization shall be deemed to be a state contractor until December thirty-first of the year in which such contract terminates. “State contractor” does not include a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person’s capacity as a state or quasi-public agency employee.

“Prospective state contractor” means a person, business entity or nonprofit organization that (i) submits a response to a state contract solicitation by the state, a state agency or a quasi-public agency, or a proposal in response to a request for proposals by the state, a state agency or a quasi-public agency, until the contract has been entered into, or (ii) holds a valid prequalification certificate issued by the Commissioner of Administrative Services under section 4a-100. “Prospective state contractor” does not include a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person’s capacity as a state or quasi-public agency employee.

“Principal of a state contractor or prospective state contractor” means (i) any individual who is a member of the board of directors of, or has an ownership interest of five per cent or more in, a state contractor or prospective state contractor, which is a business entity, except for an individual who is a member of the board of directors of a nonprofit organization, (ii) an individual who is employed by a state contractor or prospective state contractor, which is a business entity, as president, treasurer or executive vice president, (iii) an individual who is the chief executive officer of a state contractor or prospective state contractor, which is not a business entity, or if a state contractor or prospective state contractor has no such officer, then the officer who duly possesses comparable powers and duties, (iv) an officer or an employee of any state contractor or prospective state contractor who has managerial or discretionary responsibilities with respect to a state contract , (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph, or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the state contractor or prospective state contractor.

“State contract” means an agreement or contract with the state or any state agency or any quasi-public agency, let through a procurement process or otherwise, having a value of fifty thousand dollars or more, or a combination or series of such agreements or contracts having a value of one hundred thousand dollars or more in a calendar year, for (i) the rendition of services, (ii) the furnishing of any goods, material, supplies, equipment or any items of any kind, (iii) the construction, alteration or repair of any public building or public work, (iv) the acquisition, sale or lease of any land or building, (v) a licensing arrangement, or (vi) a grant, loan or loan guarantee. “State contract” does not include any agreement or contract with the state, any state agency or any quasi-public agency that is exclusively federally funded, an education loan, a loan to an individual for other than commercial purposes or any agreement or contract between the state or any state agency and the United States Department of the Navy or the United States Department of Defense.

“State contract solicitation” means a request by a state agency or quasi-public agency, in whatever form issued, including, but not limited to, an invitation to bid, request for proposals, request for information or request for quotes, inviting bids, quotes or other types of submittals, through a competitive procurement process or another process authorized by law waiving competitive procurement.

“Managerial or discretionary responsibilities with respect to a state contract” means having direct, extensive and substantive responsibilities with respect to the negotiation of the state contract and not peripheral, clerical or ministerial responsibilities.

“Dependent child” means a child residing in an individual’s household who may legally be claimed as a dependent on the federal income tax of such individual.

“Solicit” means (A) requesting that a contribution be made, (B) participating in any fund-raising activities for a candidate committee, exploratory committee, political committee or party committee, including, but not limited to, forwarding tickets to potential contributors, receiving contributions for transmission to any such committee or bundling contributions, (C) serving as chairperson, treasurer or deputy treasurer of any such committee, or (D) establishing a political committee for the sole purpose of soliciting or receiving contributions for any committee. Solicit does not include: (i) making a contribution that is otherwise permitted by Chapter 155 of the Connecticut General Statutes; (ii) informing any person of a position taken by a candidate for public office or a public official, (iii) notifying the person of any activities of, or contact information for, any candidate for public office; or (iv) serving as a member in any party committee or as an officer of such committee that is not otherwise prohibited in this section.

“Subcontractor” means any person, business entity or nonprofit organization that contracts to perform part or all of the obligations of a state contractor’s state contract. Such person, business entity or nonprofit organization shall be deemed to be a subcontractor until December thirty first of the year in which the subcontract terminates. “Subcontractor” does not include (i) a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or (ii) an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person’s capacity as a state or quasi-public agency employee.

“Principal of a subcontractor” means (i) any individual who is a member of the board of directors of, or has an ownership interest of five per cent or more in, a subcontractor, which is a business entity, except for an individual who is a member of the board of directors of a nonprofit organization, (ii) an individual who is employed by a subcontractor, which is a business entity, as president, treasurer or executive vice president, (iii) an individual who is the chief executive officer of a subcontractor, which is not a business entity, or if a subcontractor has no such officer, then the officer who duly possesses comparable powers and duties, (iv) an officer or an employee of any subcontractor who has managerial or discretionary responsibilities with respect to a subcontract with a state contractor, (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph, or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the subcontractor.

EXHIBIT B

EQUIPMENT TO BE DONATED TO THE UNIVERSITY OF CONNECTICUT SCHOOL OF ENGINEERING

PECVD System	$	50,000
RIE System	157,000
Implant Chiller	2,730
Overhead Shelf	1,240
Optical Table	6,120
Egun Controller	8,350
Neslab Chiller	9,550

Exhibit 4.07

MEMORANDUM OF UNDERSTANDING

Made in the City of Toronto, in the Province of Ontario, Canada, this 3rd day of July, 2014

BETWEEN:

POET Technologies Inc. (formerly “OPEL Technologies Inc.”), a body corporate continued under the laws of the Province of Ontario

(hereinafter called the “Company”)
	OF THE FIRST PART

AND:

Ajit Manocha of

(hereinafter called the “Director”)
	OF THE SECOND PART

WHEREAS, on July 3, 2014 the Company confirmed in a vote of the Board of Directors to confirm the Director as a regular Member of its Board, but with a capacity and responsibilities that are considered exceptional to a regular Member or current Officer of the Company.

AND WHEREAS, on July 3, 2014, the Director signified his consent to act as a Member of the Board, including acting in any role as appropriate, and with such capacity and responsibilities.

IT IS HEREBY AGREED as follows:

1. The Company shall provide the: Director a signing grant of 2,000,000 stock options.

2. The Company shall pay the Director a salary of $41,666.67 per month (or $500,000 per year).

3. The Director’s official address shall be at the office of the Company currently located at Suite 501, 121 Richmond Street West, Toronto, ON M5H 2K1; but for all practical purposes shall be at the Director’s home office in, Los Gatos, California USA the discretion and convenience of Director.

4. The Director shall take the position of Executive Vice Chairman, with the following roles and responsibilities:

a. To help in determining the strategic direction of the Company

b. To work with and support the Company’s Chairman and CEO in carrying out actions to support that strategic direction, specifically including

(a) Mergers and acquisitions, and related transitions

(b) Joint ventures, collaborations, partnerships and other industry relationships

(d) Identification and installation of a regular President and/or CEO

5. For greater certainty, this Memorandum of Understanding is executed under the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6. All notices, documents, requests, demands and other communications required or permitted hereunder, or desired to be given with respect to this Agreement by any party to this Agreement shall be in writing and shall be deemed duly served if delivered in person and left with a secretary or other Director at the relevant address set forth below; or sent by same-day or next-day courier; or sent by facsimile transmission with record of such transmission; or sent by an email which could include an attachment of a standard format electronic document provided a hard copy is sent by regular mail or the recipient acknowledges receipt of said email, to the attention of that party as set forth below:

· In the case of POET Technologies Inc. :

Sent to:	Michel Lafrance, Corporate Secretary

Email address:	mjl@poet-technologies.com

Postal address:	Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1

Fax:	(416) 861-0749

With a copy to:	John O’Donnell, Solicitor

Email address:	johnodonnell@stikeman.to

Postal address:	Stikeman Keeley Spiegel Pasternack LLP
	Suite 2300, 200 Front Street West
	Toronto, Ontario M5V 3K2

Fax:	(416) 365-1813

· In the case of Ajit Manocha sent to him as follows:

Email address:

Postal address:

IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.

	POET TECHNOLOGIES INC.


	/s/ Peter Copetti
	Peter Copetti, Chairman & interim CEO


	AJIT MANOCHA


	/s/ Ajit Manocha

CONSENT TO ACT AS A DIRECTOR, TO TELEPHONE MEETINGS AND

DECLARATION OF CITIZENSHIP AND RESIDENCE

TO:	POET TECHNOLOGIES INC.
	(the “Corporation”)

AND TO: THE DIRECTORS THEREOF

The undersigned hereby consents to act as a director of the Corporation and:

a) acknowledges and declares that the undersigned is:

i) at least 18 years of age;

ii) not an undischarged bankrupt;

iii) not a resident Canadian as defined in subsection 1(1) of the Business Corporations Act (Ontario);

b) undertakes to advise the Corporation in writing forthwith of any change in the undersigned’s citizenship or residence status; and

c) consents to the holding of any meeting of the directors or of a committee of directors of the Corporation by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

The consents shall herein continue in effect from year to year so long as the undersigned is re-elected to the board of directors, provided that in the event that the undersigned revokes the same or resigns from the board of directors, these consents shall cease to have effect from the date of receipt in writing by the Corporation of such revocation or resignation, as the case may be, or, if later, the effective date of such revocation or resignation.

DATED this 7th day of July, 2014.

	/s/ Ajit Manocha
	Ajit Manocha

Exhibit 4.08

ODIS, Inc.

PO Box 555

Storrs, CT 06268

www.poet-technologies.com

March 28, 2014

Daniel DeSimone

Dear Daniel:

We are pleased to provide you with an offer to join ODIS Inc. (“ODIS”), commencing April 1, 2014 in the exempt position of Vice President Product Development, (Exhibit 1— Core Responsibilities) reporting to Dr. Geoff Taylor, Chief Scientist and dotted line responsibilities to the President. Your starting salary will be at a rate of $60.10 per hour which is paid monthly and is the equivalent of one hundred twenty-five thousand ($125,000) annually. This position salary is based upon a 40-hour work week; the location is in Storrs, Connecticut.

ODIS, Inc. is engaged in research for military product applications and may engage in development related to optoelectronics and infrared detection for use in military and commercial semiconductor applications; and your employment and areas of responsibility shall be strictly limited to ODIS products.

ODIS Inc. is a wholly-owned U.S. company; it is also a U.S. affiliate company of POET Technologies Inc. (“POET”). ODIS & POET Technologies, Inc. (U.S. subsidiary) provide and manage all the human resources policies and procedures as well as the stock options and benefits presented in this offer letter.

In addition to the salary, we are pleased to offer you new hire stock options. The amount we will recommend to POET Technologies, Inc. Board of Directors is stock options for two hundred thousand (200,000) POET Technologies Inc. shares. The POET Board must approve all options granted, and you will be informed of the number of shares after your 90 day probation period of your joining ODIS. The grant price will be that of the close of business on the TSX-V Exchange on the date before the grant date. The shares will vest 33% every 12 months after grant date and be fully vested at the end of three years from grant date. The stock option grant has a ten-year duration.

Our benefit program includes an offering of medical and dental insurance for you and any of your eligible dependents, as well as short and long-term disability, life and accidental death insurance. If you elect to accept all or part of this insurance program, currently, ODIS pays eighty percent (80%) of the medical and 75% of the dental insurance premium, and you must pay the remaining 20% and 25% respectively. Health insurance coverage becomes effective on the first of the month following one month of service (5/1/2014). The life insurance, long-term disability, and short-term disability insurance expenses are paid one hundred percent (100%) by ODIS and are effective 31 days after employment. ODIS/POET Technologies also has a 401K Plan that you may elect to participate in upon the eligibility requirement of the Plan.

ODIS/POET Technologies reserve its right to change the insurance provided or your contribution toward such coverage at any time.

You will be eligible to receive two weeks (10) days of vacation per year and five (5) days of sick leave per year on an accrual basis. Sick leave is to be used only for illness. ODIS also observes twelve (12) paid holidays per year.

POET Technologies and ODIS may distribute employee manuals or handbooks, and officers or other representatives of POET Technologies/ODIS may make written or oral statements relating to POET Technologies policies and procedures. You agree to abide by such policies, procedures and statements, including POET Technologies Code of Ethics & Business Conduct.

This offer letter, its attachments, and the acknowledgement to uphold all POET Technologies and ODIS policies set forth the entire agreement between you, POET Technologies, and ODIS concerning your employment by ODIS. This position constitutes employment at will, which may be terminated at any time by you, POET Technologies or ODIS for any reason with or without cause. At the end of 90 days of employment, you will receive a performance statement regarding your status with ODIS.

We are looking forward to your accepting this offer and joining us. We respectfully will keep this offer open until March 31, 2014. To formally accept this offer, please sign two copies of this offer letter, and return one signed copy to me at ODIS, Inc. along with a signed copy of the Assignment of Inventions, Nondisclosure and Restrictive Covenants Agreement which shall be required in connection with the offer set forth herein. Upon joining, you will also be required to sign a US Form I-9 for which you will have to submit proof of your identity and US employment eligibility as mandated by US Federal regulations.

BY YOUR SIGNATURE BELOW, YOU HEREBY CONFIRM THAT: (1) YOU WILL NOT DISCLOSE OR USE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY PRIOR EMPLOYER OR OTHER PERSON IN CONNECTION WITH YOUR EMPLOYMENT BY POET SOLAR, (2) YOU ARE NOT BEING HIRED IN A CAPACITY OR POSITION THAT WILL BE LIKELY TO CAUSE YOU TO INADVERTENTLY OR INEVITABLY USE OR DISCLOSE ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS, (3) YOU ARE NOT SUBJECT TO ANY AGREEMENT OR COVENANT OR RESTRICTION WHICH WOULD RESTRICT OR PROHIBIT YOUR EMPLOYMENT WITH POET SOLAR OR PARTICIPATION IN THE TASKS THAT YOU ARE BEING HIRED TO PERFORM, AND (4) YOU HAVE NOT SOLICITED, NOR HAS POET SOLAR REQUESTED THAT YOU SOLICIT, ANY PERSON EMPLOYED BY YOUR FORMER EMPLOYER TO JOIN POET SOLAR.

	Sincerely,

	/s/ Leon Pierhal
	Leon Pierhal
	President & Director
	ODIS/ POET Technologies, Inc.

I am pleased to accept this offer and understand and agree to its terms. I will report for work on or before April 1, 2014

Signature:	/s/ Daniel DeSimone		Date:	31 MAR 2014
	Daniel DeSimone

Attachment - Assignment of Inventions, Nondisclosure and Restrictive Covenants Agreement

Code of Ethics and Business Conduct

POET Technologies Inc. Disclosures Policy

Exhibit 1

Core Responsibilities

· Instrumentally participate in the Synopsys, Inc. implementation, insuring its complete success.

· Utilizing POET’s core capabilities, research and develop a short term product(s) rollout roadmap addressing several vertical markets including potential partners within each, explaining how POET’s insertion would benefit each partner.

· Once a product has been selected, develop the initial engineering requirements required to fulfill the products evolution and success. Then, throughout its development insure a complete set of engineering drawings for each step/process/procedure are developed and maintained insuring each step is fully documented or flowcharted.

· Throughout a Product Development effort, working with POET’s Partners and the POET engineering design team establish achievable goals and insure timelines and deliverables are met.

· For each stage of product development establish targeted testing specification requirements which must be achieved, including the necessary procedures to assure adherence to the overall product design specifications and those which may be imposed by POET’s partners. Manage the testing process to insure adherence and product success.

· To be effective in your roll spend the time necessary to develop a complete understanding of POET’s testing ability/capability, available equipment and procedures.

Exhibit 4.09

EXECUTIVE EMPLOYMENT AGREEMENT
(this “ Agreement ”)

B E T W E E N:

POET Technologies Inc. (“ POET ”), a company incorporated in Ontario, and having an office at Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1.

- and -

Peter Copetti (the “ Executive ”), an individual residing at

WHEREAS, by consulting agreement dated June 8th, 2012 (the “Consulting Agreement”), the Company engaged the services of the Executive to act as Executive Director of the Company for a period of 12 months starting on June 1st, 2012;

AND WHEREAS, in May 2013, the Directors have agreed to extend the term of the Consulting Agreement for an additional 6 months to November 30, 2013;

AND WHEREAS, the Company effected changes in management, whereby the Executive terminated his services as Executive Director and commenced serving as Executive Chairman and Interim CEO commencing on February 10th, 2014 pursuant to a memorandum of understanding dated the 10 th day of February, 2014 (the “MOU”);

AND WHEREAS, the MOU provided that the parties were to negotiate and conclude a definite employment agreement;

AND WHEREAS POET wishes to retain the Executive in the capacity of Executive Chairman and Interim Chief Executive Officer (“Interim CEO”) until such time as a replacement CEO is appointed by the Board of Directors (the “Board”) of POET;

AND WHEREAS POET and the Executive desire to enter into this Agreement to confirm the terms of employment of the Executive and the Executive acknowledges that this Agreement and, specifically, the proprietary rights, non-solicitation and non-competition provisions in this Agreement are essential to protect the interests of POET.

NOW THEREFORE in consideration of the recitals above (the “Recitals”), the mutual covenants and agreements in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, POET and the Executive agree as follows.

1. Interpretation

1.1 Headings, Plural, Sections and Including. The inclusion of headings in this Agreement is for convenience of reference only and does not affect its construction or interpretation. Throughout this Agreement, whenever required by context, words importing the singular include the plural and vice versa. In this Agreement, references to “ Sections ” or “ Schedules ” are references to sections or schedules in this Agreement, unless expressly stated otherwise. In this Agreement, “ including ” means including, without limitation.

1.2 Recitals. The recitals set out above are true and correct and form part of this Agreement.

1.3 Deductions, Withholdings and Taxes. The payments to the Executive set out in this Agreement are subject to all applicable deductions, withholdings and taxes.

1.4 Plan Contributions and Participation. POET’s contributions to, the Executive’s participation in, and any conversion of, the group benefit plans or any incentive plans as set out in this Agreement are subject to the terms and conditions of such plans, and changes to or cancellations of such plans over time, as may be made with such notice to the Executive as is practical in the circumstances.

2. Effective Date, Term and Duties

2.1 Effective Date. This Agreement and the Executive’s employment with POET on the terms and conditions set out in the Agreement shall be effective as of and from February 10, 2014 (the “ Effective Date ”) and shall continue thereafter until its expiry on December 31, 2014 unless and until terminated in accordance with the provisions set out below.

2.2 Position. The Executive will serve as the Executive Chairman and Interim CEO of POET until such time as a replacement CEO is appointed by the Board and in such other positions as may be agreed upon from time to time. The Executive agrees, if elected, to serve as a director of POET or as a director or officer of its affiliated or related entities as requested by POET, in good faith.

2.3 Duties. The Executive will perform the duties customarily performed in the Executive’s position, including additional duties as may be required from time to time. The Executive’s performance may be reviewed and the Executive must regularly, and without restricting the generality of the foregoing, at least annually, report the Executive’s activities to board of directors of POET (the “ Board ”).

Powers. The Executive is empowered with the authority, at his sole discretion, to hire and negotiate compensation packages for all non-executive personnel under his direct supervision, whose annual gross individual cash compensation is less than $100,000 and on aggregate basis for all such personnel does not exceed $450,000 annually. In addition, the Executive is empowered with the authority to award annual bonuses for existing non-executive contractors and employees, but not to exceed 35% of base salary.

2.4 Good Faith. The Executive shall use his best efforts, skills and abilities to honestly, faithfully, diligently and in good faith promote POET’s best interests. The Executive shall observe and abide by the policies of POET, as in effect from time to time. The Executive shall not have any interests or obligations that conflict or interfere with those of POET.

2.5 Full Time. The Executive shall devote his full time and attention to the business and affairs of the Corporation and agrees not to engage in any activities which would conflict with his obligations to POET. The Executive shall devote 40 hours per week from Monday to Friday, and such other time as may be required to meet the requirements of the position. The Executive shall not be entitled to overtime pay regardless of how many hours worked in any month or year. The Executive shall perform his primary duties at the office of the Company and/or at his home office in Toronto, Ontario Canada.

Vacation and Sick Leave. Notwithstanding the aforesaid, the Executive shall be entitled to the following:

Vacation: 4 weeks per year.

Sick Leave: 5 days per year.

Statutory Holidays: New Year’s Day, Family Day, Good Friday, Victoria Day, Canada Day, Lord Simcoe Day, Labour Day, Thanksgiving, Christmas Day, Boxing Day and any other days which may legislated in the future.

3. Compensation

3.1 Base Salary. For the period February 10, 2014 to December 31, 2014, POET agrees to pay the Executive a base salary of $20,000 per month (or $240,000 per year), payable in accordance with POET’s payroll practices. The Executive’s salary shall be subject to review at any time and at least annually by the Board or the compensation committee (the “ Compensation Committee ”) established by the Board.

3.2 Annual Bonus. The Executive will be considered on annual basis for a bonus based on a performance matrix to be determined by the Compensation Committee and approved by the Board of Directors. The amount of the bonus will be set in or about February of the following year or after the annual financial statements of POET have been received and approved by the Board.

3.3 Special Bonus. Nothing in this Agreement shall preclude the granting of a special bonus to the Executive by the Board based on special circumstances, the amount thereof to be determined by the Board or the Compensation Committee in its sole discretion based on milestones established for the Executive for the particular year.

3.4 Incentive / Option / Pension Plans. The Executive will be eligible to participate in any Management Performance Incentive Arrangement, Profit Sharing or Pension Plans which may be adopted by POET for the benefit of its senior management. POET agrees that, while the Stock Option Plan remains in existence, the terms thereof, as amended, from time to time, shall apply to and exist for the benefit of the Executive during, and to the extent applicable, following, the employment of the Executive under this Agreement. The Executive acknowledges that the Board of Directors retains the right to amend or to cancel the Stock Option Plan in accordance with the provisions thereof. The Executive shall be eligible for grants of Stock Options (“Options”) when and as determined by the Board of Directors consistent with the eligibility for, and grants to, senior executive employees of the Company, all at the complete discretion of the Board on the advice of the Compensation Committee. The terms and conditions of any Options will be more fully described in a certain separate option agreements by and between the Company and the Executive (the “Option Agreement”). Upon termination for other than cause and death, all of the Executive’s unvested options will vest immediately and all of the Executive’s outstanding options will remain in force for a period equal to the earlier of their expiry date and 12 months from such termination.

4. Expenses

4.1 General Expenses and Professional Fees. T he Executive will be reimbursed for all reasonable business expenses, including travel expenses, incurred by the Executive in connection with the performance of his duties under this Agreement, upon providing appropriate receipts satisfactory to POET and in accordance with, and subject to, the approval procedures established by POET from time to time. Such expenses will include up to $5,000.00 annually for a gym membership plus medical tests to ensure that the Executive keeps well and healthy to be able to perform his rigorous activities.

5. Property and Information

5.1 Confidentiality Obligation. At all times during and after the Executive’s employment with POET, the Executive shall not, without the prior written consent of POET, unless by operation of law, directly or indirectly, communicate, reveal or disclose, in any manner, to anyone, or use for any purpose other than in carrying out the Executive’s duties pursuant to this Agreement and in furtherance of POET’s business interests, any confidential or proprietary information concerning or learned as a result of the Executive’s employment with, POET or its predecessors, successors, affiliates or related entities, including information concerning their assets, businesses, affairs, costs, technical information, financial information, plans or opportunities, processes, research and development, customers, suppliers or employees.

5.2 Return of Property. Upon ceasing to be employed with POET or upon request by POET at any time, the Executive must return to POET, in satisfactory condition, all property belonging to POET or its predecessors, successors, affiliates or related entities, including all documents in any format whatsoever including electronic format, that is in the Executive’s possession or control, and the Executive must not retain any copies of such property in any format whatsoever including electronic format.

5.3 Proprietary Rights. The Executive recognizes POET’s proprietary rights in the tangible and intangible property of POET and its predecessors, successors, affiliates and related entities, and the Executive acknowledges that the Executive has not obtained or acquired and shall not obtain or acquire any right, title or interest, in any such property, including any writing, communications, manuals, documents, instruments, contracts, agreements, files, literature, data, technical information, know-how, secrets, formulas, products, methods, procedures, processes, devices, apparatuses, trademarks, trade names, trade styles, service marks, logos, copyrights, patents, inventions, discoveries, whether or not protected by patent or copyright, which the Executive may have conceived or made, or may conceive or make, either alone or with others, and related to the business of POET or its predecessors, successors, affiliates or related entities (collectively, the “ Materials ”).

5.4 Assignment and Waiver of Rights. The Executive agrees that the Materials are the exclusive property of POET and, in any event, the Executive assigns all right, title and interest, including all intellectual property rights, the Executive may ever have, if any, in and to the Materials to POET or its assignee, and the Executive waives any and all moral rights in and to such Materials in favour of POET or its assignee. During and after the Executive’s employment with POET, the Executive shall execute all documents deemed necessary by POET to effect proper protection of any intellectual property rights in such Materials in the name of POET or its assignee, including patent rights, trade-mark rights, industrial design rights, copy right, trade secret rights or other intellectual property rights protection available at law.

6. Other Obligations and Indemnity

6.1 The Executive acknowledges that the Executive may now or hereafter owe to POET certain duties, at law, in equity or otherwise. Subject to section 2.4 hereof, nothing in this Agreement is a waiver, release or reduction of any fiduciary obligations that the Executive owes to POET.

6.2 The Executive will be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Executive in respect of any civil, criminal or administrative action or proceeding to which the Executive is made a party by reason of having been a director or officer of POET, if:

(a) the Executive acted honestly and in good faith with a view to the best interests of POET; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Executive had reasonable grounds for believing his conduct was lawful.

7. Termination

7.1 Resignation by the Executive. The Executive may resign from POET by providing four (4) weeks prior written notice of resignation. If any time after the receipt of the Executive’s resignation, POET terminates the Executive’s employment before the date the resignation was to be effective, the Executive will be provided with the following, in full satisfaction of the Executive’s entitlements: (a) payment of the Executive’s outstanding base salary accrued until the date the resignation was to be effective; (b) reimbursement of the outstanding expenses properly incurred by the Executive until the date his employment ceases; and (c) payment of the Executive’s bonus, if it was declared and approved by POET to be paid but had not been paid by the effective resignation date.

7.2 Termination by POET without Cause. The Executive’s employment may be terminated at any time by POET without cause and, provided the Executive signs and delivers a release in favour of POET in a form satisfactory to POET in accordance with the provisions of this agreement, the Executive will be entitled to receive the following:

(a) payment of the Executive’s outstanding base salary accrued until the date his employment ceases;

(b) reimbursement of the outstanding expenses properly incurred by the Executive until the date his employment ceases;

(c) payment of an amount equal to any bonus amounts earned but not yet paid to the Executive at the date his employment ceases; and

payment of a termination payment equivalent to a total of 12 months of the Executive’s annual base salary then in effect. The Executive shall not be obligated to perform any further services on behalf of POET after a without cause termination, nor shall he be obligated to mitigate any damages that may be suffered by reasons of the termination without cause by POET. In the event that the Executive secures other employment after a without cause termination, any monies received by the Executive under such employment shall not in any manner be set off against, credited towards or deducted from the amount payable to the Executive under this paragraph.

7.3 Termination by the Executive for Good Reason . The Executive may terminate his employment hereunder at any time for Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events or conditions without the Executive’s express prior written consent, unless such event or condition shall have been fully cured within ten (10) business days after the Executive gives notice to POET requesting cure:

(a) any failure to continue the Executive in any of the positions and titles required under Section 2.2 unless as a result of a regulatory or stock exchange requirement or such change does not result in the Executive’s compensation being reduced;

(b) any material diminution in the Executive’s responsibilities or authorities; the assignment to the Executive of duties that are materially inconsistent with the duties and responsibilities assigned to him hereunder; or any change in the reporting structure such that the Executive is required to report to any Person other than the Board and as a result, the Executive’s compensation is reduced; and

(c) any material breach by POET of any of its obligations under this Agreement, or of any of the representations or warranties in this Agreement, or of any material term of, or representation in, any stock option agreement, equity grant, or long-term incentive arrangement.

In the event of a Termination by the Executive under this Article 7.3, the terms and provisions of Article 7.2 above shall apply as if the Executive had been terminated by POET without cause.

7.4 Change of Control. If there is a Change of Control as defined in Section 7.5(a) and the offers or series of offers were unsolicited and whether or not supported by a majority of the directors of POET and the Executive resigns within 90 days, or if there is a Change of Control as defined in Section 7.5 and the offers or series of offers were unsolicited and whether or not supported by a majority of the directors of POET and the Executive’s employment is terminated without cause within 90 days, then the Executive will be provided with his entitlements as set out in Section 7.2 .

7.5 Change of Control Defined. In this Agreement, “ Change of Control ” shall be deemed to occur if:

(a) an offer or series of related offers made for the ownership, whether direct or indirect, of fifty percent or more of the outstanding voting securities of POET or any of its material subsidiaries is accepted and consummated;

(b) POET or any of its material subsidiaries is merged or consolidated with another entity and as a result of such merger or consolidation less than fifty (50%) percent of the outstanding voting securities of the surviving or resulting entity are owned in the aggregate by POET or the former security holders of POET or their affiliates and related entities;

(c) POET directly or indirectly sells, transfers or disposes of eighty (80%) or more of total of its business or its assets ( as determined immediately prior to such transaction(s) and measured by value) to another entity that is not wholly-owned by POET;

(d) after the Effective Date a majority of directors elected to the Board were not nominated for election by senior management of POET; or

(e) the directors of POET by ordinary resolution deem that a Change in Control has occurred or is about to occur.

7.6 Termination by POET with Cause. POET may terminate the Executive’s employment at any time with cause and without prior notice or any further obligations by POET, and the Executive will be ineligible for any bonus payment. On the termination of the Executive’s employment for Just Cause, the Executive will be provided with the following in full satisfaction of the Executive’s entitlements: (a) payment of the Executive’s outstanding base salary accrued until the date his employment ceases; and (b) reimbursement of the outstanding expenses properly

incurred by the Executive until the date his employment ceases. For the purposes of this Agreement, “ Just Cause ” means:

(a) a material breach by the Executive of his obligations under this Agreement;

(b) the wilful engaging by the Executive in any act that is materially injurious to POET, monetarily or otherwise; or

7.7 Consequences of Termination. The cessation of the Executive’s employment with POET terminates any other positions the Executive may hold pursuant to Section 2.2, subject to applicable laws, and the Executive agrees to sign any documentation necessary to give effect to this Section 7.7.

7.8 Termination on Death of the Executive. The Executive’s employment shall terminate on the death of the Executive, in which event POET shall pay to the Executive’s estate an amount equivalent to three (3) month’s base salary.

7.9 Compliance with Laws. The Executive’s entitlements in this Section 7 are provided in full satisfaction of the Executive’s entitlements to notice of termination, pay in lieu of notice, and severance pay, if any, under the Canada Labour Code or the equivalent provincial legislation, this Agreement, at common law or otherwise.

8. Remedies

8.1 Defences. The Executive agrees that all restrictions in Sections 5 and 6 are necessary and fundamental to the protection of the business carried on by POET and that all such restrictions are reasonable and valid, and the Executive waives all defences of the Executive to the strict enforcement thereof by POET.

8.2 Injunctive Relief. The Executive acknowledges that a breach by the Executive of any of his obligations in Sections 5 and 6 will result in POET suffering irreparable harm, which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that POET shall be entitled to interim and permanent injunctive relief without proof of actual damages, specific performance and other equitable remedies, in addition to any other relief to which POET may become entitled.

9. General

9.1 Assignment. POET may assign this Agreement and it enures to the benefit of and is enforceable by POET and its successors and assigns.

9.2 Currency. All dollar amounts referred to in this Agreement are in lawful money of Canada, unless expressly stated otherwise.

9.3 Severability. If any provision of this Agreement is declared void or unenforceable, such provision will be deemed severed from this Agreement to the extent of the particular circumstances giving rise to such declaration, and such provision as it applies to other persons and circumstances and the remaining terms and conditions of this Agreement will remain in full force and effect.

9.4 Survival. Sections 5 and 6 and this Section 9.4 survive the cessation of this Agreement and the Executive’s employment for any reason whatsoever.

9.5 Waiver. No waiver of any of the provisions of this Agreement will be effective or binding, unless made in writing and signed by the party purporting to give the same. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provisions, whether or not similar, nor will such waiver constitute a continuing waiver, unless expressly stated otherwise.

9.6 Amendments. This Agreement may only be amended by written agreement executed by POET and the Executive. However, changes to the Executive’s position, duties, vacation, compensation and benefits, over the course of time, do not affect the validity or enforceability of Sections 5, 6 and 7.

9.7 Entire Agreement. This Agreement constitutes the entire agreement between POET and the Executive on these subject-matters and it supersedes all prior agreements and understandings, whether written or oral, with respect to the employment of the Executive with POET. There are no representations, warranties or collateral agreements on the matters herein that exist outside of this Agreement.

~~9.8~~ Notices. All notices, documents, requests, demands and other communications required or permitted hereunder, or desired to be given with respect to this Agreement by any party to this Agreement shall be in writing and shall be deemed duly served if delivered in person and left with a secretary or other employee at the relevant address set forth below (or such other address as the parties may advise from time to time); or sent by same-day or next-day courier; or sent by facsimile transmission with record of such transmission; or sent by an email which could include an attachment of a standard format electronic document provided a hard copy is sent by regular mail or the recipient acknowledges receipt of said email, to the attention of that party as set forth below:

· In the case of POET Technologies Inc. :

Sent to:	Michel Lafrance, Corporate Secretary

Email address:	mjl@poet-technologies.com

Postal address:	Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1

Fax:	(416) 861-0749

With a copy to:	John O’Donnell, Solicitor

Email address:	johnodonnell@stikeman.to

Postal address:	Stikeman Keeley Spiegel Pasternack LLP
	Suite 2300, 200 Front Street West
	Toronto, Ontario M5V 3K2

Fax:	(416) 365-1813

· In the case of the Executive, sent to him as follows:

Email address:

Postal address:

9.9 Governing Law. This Agreement will be governed by, and construed and interpreted in accordance with the laws of Ontario and the laws of Canada applicable therein. POET and the Executive each irrevocably attorns to the jurisdiction of the courts of Ontario.

9.10 Independent Legal Advice. The Executive acknowledges that he has been encouraged to obtain independent legal advice regarding the execution of this Agreement, and that he has either obtained such advice or voluntarily chosen not to do so, and hereby waives any objections or claims he may make resulting from any failure on his part to obtain such advice.

9.11 Counterparts. This Agreement may be executed in several counterparts, each of which so executed are deemed to be an original, and such counterparts together constitute one and the same agreement.

IN WITNESS WHEREOF this executive employment agreement has been executed by POET and the Executive on the dates below.

	POET Technologies Inc.

	By:	/s/ Michel Lafrance

	Title:	Secretary

	Date:	June 30th, 2014

SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
/s/ Karen M. Copetti	)	/s/ Peter Copetti
Witness Signature	)	Peter Copetti

Karen M. Copetti	)
Witness Print Name	)	May 18 th , 2014
	)	Date
	)

Approved by the Compensation Committee Peter Copetti June 20th, 2014 on April 10th, 2014

Approved by the Board of Directors Michel Lafrance June 30th, 2014 on May 22nd, 2014

Exhibit 4.10

SHAREHOLDER RIGHTS PLAN AGREEMENT

POET TECHNOLOGIES INC.

and

EQUITY FINANCIAL TRUST COMPANY

as Rights Agent

Dated as of August 22nd, 2014

TABLE OF CONTENTS

		Page

ARTICLE 1	INTERPRETATION	1
1.1	Certain Definitions	1
1.2	Currency	11
1.3	Descriptive Headings	11
1.4	References to Agreement	12
1.5	Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares	12
1.6	Acting Jointly or in Concert	12
ARTICLE 2	THE RIGHTS	12
2.1	Legend on Certificates	12
2.2	Execution, Authentication, Delivery and Dating of Rights Certificates	13
2.3	Registration, Registration of Transfer and Exchange	13
2.4	Mutilated, Destroyed, Lost and Stolen Rights Certificates	14
2.5	Persons Deemed Owners of Rights	15
2.6	Delivery and Cancellation of Certificates	15
2.7	Agreement of Rights Holders	15
2.8	Rights Certificate Holder Not Deemed a Shareholder	16
ARTICLE 3	EXERCISE OF THE RIGHTS	16
3.1	Initial Exercise Price; Exercise of Rights; Detachment of Rights	16
3.2	Adjustments to Exercise Price: Number of Rights	19
3.3	Date on Which Exercise Is Effective	23
ARTICLE 4	ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS	24
4.1	Flip-in Event	24
ARTICLE 5	THE RIGHTS AGENT	25
5.1	General	25
5.2	Merger or Amalgamation or Change of Name of Rights Agent	26
5.3	Duties of Rights Agent	27
5.4	Change of Rights Agent	28
ARTICLE 6	MISCELLANEOUS	29
6.1	Redemption and Waiver	29
6.2	Expiration	31
6.3	Issuance of New Rights Certificates	31
6.4	Fractional Rights and Fractional Shares	31
6.5	Supplements and Amendments	32
6.6	Rights of Action	34
6.7	Notice of Proposed Actions	34
6.8	Notices	34
6.9	Costs of Enforcement	35
6.10	Successors	35
6.11	Benefits of this Agreement	36
6.12	Governing Law	36
6.13	Counterparts	36

TABLE OF CONTENTS

(continued)

6.14	Severability	36
6.15	Effective Date	36
6.16	Shareholder Approval	36
6.17	Determinations and Actions by the Board of Directors	36
6.18	Time of the Essence	37
6.19	Regulatory Approvals	37
6.20	Declaration as to Non-Canadian and Non-United States Holders	37
6.21	Fiduciary Duties of the Board of Directors	37

SHAREHOLDER RIGHTS PLAN AGREEMENT

This agreement, dated as of August 22, 2014, is between POET Technologies Inc., a corporation existing under the Ontario Business Corporations Act (“ OBCA ”) (the “ Corporation ”), and Equity Financial Trust Company, a trust company governed by the laws of Canada, as rights agent (the “ Rights Agent ”, which includes any successor Rights Agent).

1. The Board of Directors of the Corporation has determined that it is advisable for and in the best interests of the Corporation to adopt a shareholder rights plan (the “ Rights Plan ”).

2. In order to implement the Rights Plan, the Board of Directors of the Corporation has authorized:

(i) the issuance, effective at 4:00 p.m. (Eastern time) on August 22, 2014, of one right (a “ Right ”) in respect of each Common Share of the Corporation outstanding at 4:00 p.m. (Eastern time) on August 22, 2014 (the “ Record Time ”); and

(ii) the issuance of one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time.

3. Each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth in this agreement.

4. The Corporation wishes to appoint the Rights Agent to act on behalf of the Corporation and holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to in this agreement.

NOW THEREFORE , in consideration of the premises and the respective covenants and agreements set forth in this agreement, the parties agree as follows.

ARTICLE 1
INTERPRETATION

1.1 Certain Definitions

For the purpose of this agreement:

(a) “ Acquiring Person ” means any Person who is or becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares; provided, however, that the term “Acquiring Person” will not include:

(i) the Corporation or any Subsidiary of the Corporation;

(ii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares of the Corporation as a result of any one or any combination of:

(A) a Voting Share Reduction;

(B) a Permitted Bid Acquisition;

(D) a Pro Rata Acquisition; or

(E) a Convertible Security Acquisition;

provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the Voting Shares then outstanding by reason of one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition and thereafter such Person, while such Person is the Beneficial Owner of 20% or more of the Voting Shares then outstanding, increases the number of Voting Shares beneficially owned by such Person by more than 1.0% of the number of Voting Shares outstanding (other than pursuant to one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition) then, as of the date such Person becomes the Beneficial Owner of such additional outstanding Voting Shares, such Person will be an “ Acquiring Person ”; or

(iii) an underwriter or member of a banking or selling group acting in such capacity that becomes the Beneficial Owner of 20% or more of the Voting Shares in connection with a distribution of securities of the Corporation;

(b) “ Affiliate ”, when used to indicate a relationship with a specified corporation, means a Person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified corporation;

(c) “ Associate ”, where used to indicate a relationship with any Person, means a spouse of that Person, any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if the relative has the same home as that Person;

(d) a Person will be deemed the “ Beneficial Owner ” of, and to have “ Beneficial Ownership ” of, and to “ Beneficially Own ”:

(i) any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii) any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to acquire (if such right is exercisable immediately or within a period of 60 days thereafter and whether or not upon the occurrence of a contingency) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (other than customary agreements with and between underwriters or banking group or selling group members with respect to a distribution of securities and other than pledges of securities in the ordinary course of the pledgee’s business), or upon the exercise of any conversion right, exchange right, share purchase right (other than a Right), warrant or option; and

(iii) any securities which are Beneficially Owned within the meaning of clauses (i) or (ii) by any other Person with whom such Person is acting jointly or in concert;

provided, however, that a Person will not be deemed the “ Beneficial Owner ” of, or to have “ Beneficial Ownership ” of, or to “ Beneficially Own ”, any security because:

(A) such security has been or agreed to be deposited or tendered pursuant to a Lock-up Agreement or is otherwise deposited or tendered pursuant to any Take-over Bid made by such Person, any Affiliate or Associate of such Person or any Person acting jointly or in concert with such Person until such deposited security has been taken up or paid for, whichever occurs first;

(B) such Person or any Affiliate or Associate of such Person or any other Person acting jointly or in concert with such Person holds such security and

(1) the ordinary business of any such Person (the “ Fund Manager ”) includes the management of investment funds for others and such security is held by the Fund Manager in the ordinary course of such business in the performance of the Fund Manager’s duties for the account of any other Person (a “ Client ”), including a non-discretionary account held on behalf of a Client by a broker or dealer registered under applicable laws;

(2) such Person (the “ Trust Company ”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each, an “ Estate Account ”) or in relation to other accounts (each, an “ Other Account ”) and holds such security in the ordinary course of such duties for Estate Accounts or Other Accounts;

(3) such Person (the “ Plan Administrator ”) is the administrator or the trustee of one or more pension funds or plans (a “ Plan ”) registered under the laws of Canada or any province thereof or the laws of the United States of America or any state thereof and such security is held by the Plan Administrator or the Plan in the ordinary course of the Plan Administrator’s or Plan’s activities;

(4) such Person (the “ Statutory Body ”) is established by statute for purposes that include, and the ordinary business or activity of such Person includes, the management of investment funds for employee benefit plans, pension plans and insurance plans of various public bodies and such security is held by the Statutory Body in the ordinary course of the management of such investment funds;

(5) such Person is a Crown Agent or agency (a “ Crown Agent ”); or

(6) such Person is a Plan;

provided, however, that in any of the foregoing cases, the Fund Manager, the Trust Company, the Plan Administrator, the Statutory Body, the Crown Agent or the Plan, as the case may be,

is not then making a Take-over Bid, has not then announced an intention to make a Take-over Bid and is not then acting jointly or in concert with any other Person who is making a Take-over Bid or who has announced a current intention to make a Take-over Bid, other than an Offer to Acquire Voting Shares or other securities (1) pursuant to a distribution by the Corporation, (2) by means of a Permitted Bid or a Competing Permitted Bid or (3) by means of market transactions made in the ordinary course of business of such Person (including pre-arranged trades or normal course purchases entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange or organized over-the-counter market;

(iv) such Person is (A) a Client of the same Fund Manager as another Person on whose account the Fund Manager holds such security, (B) an Estate Account or Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security or (C) a Plan with the same Plan Administrator as another Plan on whose account the Plan Administrator holds such security;

(v) such Person is (A) a Client of a Fund Manager and such security is owned at law or in equity by the Fund Manager, (B) an Estate Account or Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company or (C) a Plan and such security is owned at law or in equity by the Plan Administrator; or

(vi) because such Person is the registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depositary;

(e) “ Board of Directors ” means the board of directors of the Corporation or, if duly constituted and whenever duly empowered, any committee of the board of directors of the Corporation;

(f) “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions in Toronto, Ontario are authorized or obligated by law to close;

(g) “ close of business ” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next Business Day) at which the principal office in Toronto, Ontario of the transfer agent for the Common Shares (or, after the Separation Time, the office of the Rights Agent) is closed to the public;

(h) “ Common Share ” means the common shares of the Corporation and any other shares of the Corporation into which such shares may be subdivided, consolidated, reclassified or changed;

(i) “ common shares ”, when used with reference to any Person other than the Corporation, means the class or classes of shares (or similar equity interest) with the greatest per share (or similar interest) voting power entitled to vote generally in the election of all directors of such other Person;

(j) “ Competing Permitted Bid ” means a Take-over Bid that:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been

made and prior to the expiry of that Permitted Bid or Competing Permitted Bid (in this definition, the “ Prior Bid ”);

(ii) satisfies all components of the definition of Permitted Bid other than the requirement set out in clause (ii) of that definition; and

(iii) contains, and the take up and payment for securities tendered or deposited under the Take-over Bid is subject to, irrevocable and unqualified conditions that:

(A) no Voting Shares will be taken up or paid for pursuant to the Take-over Bid (1) prior to the close of business on a date that is no earlier than the later of the date which is 35 days (or such other minimum deposit period for a take-over bid as is provided in the Securities Act) after the date the Take-over Bid is made and the 60th day after the date of the Prior Bid that is then outstanding and (2) then only if, at the close of business on the date Voting Shares are first taken up or paid for, more than 50% of the then outstanding Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to such Take-over Bid and not withdrawn; and

(B) if the requirement in clause (iii)(A)(2) is satisfied, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and tenders of Voting Shares for a period of at least 10 Business Days after the date of the announcement;

(k) “ controlled ”: a corporation is controlled by another Person or two or more Persons acting jointly or in concert if:

(i) securities entitled to vote in the election of directors carrying more than 50% of the votes for the election of the directors are held, directly or indirectly, by or for the benefit of the other Person or two or more Persons acting jointly or in concert; and

(ii) the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such corporation;

and “ controls ”, “ controlling ” and “ under common control with ” will be interpreted accordingly;

(l) “ Convertible Securities ” means any securities issued by the Corporation (including rights, warrants and options, but excluding the Rights) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder of Convertible Securities may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency);

(m) “ Convertible Security Acquisition ” means the acquisition of Voting Shares on the exercise, conversion or exchange of Convertible Securities acquired by any Person pursuant to a Permitted Bid Acquisition, Exempt Acquisition or Pro Rata Acquisition;

(n) “ Co-Rights Agent ” has the meaning ascribed to it in subsection 5.1 (a);

(o) “ dividends paid in the ordinary course ” means cash dividends paid in any financial year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

(i) 200% of the aggregate amount of cash dividends declared payable by the Corporation on the Common Shares in its immediately preceding financial year;

(ii) 300% of the arithmetic average of the aggregate amounts of cash dividends declared payable by the Corporation on the Common Shares in its three immediately preceding financial years; and

(iii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding financial year;

(p) “ Election to Exercise ” has the meaning ascribed to it in clause 3.1(e)(ii);

(q) “ Exempt Acquisition ” means an acquisition of Voting Shares:

(i) in respect of which the Board of Directors has waived the application of section 4.1 pursuant to section 6.1;

(ii) pursuant to a distribution by the Corporation of Voting Shares or Convertible Securities (and the conversion or exchange of such securities) pursuant to a prospectus or similar document (provided that the purchaser does not thereby Beneficially Own a greater percentage of the Voting Shares or Convertible Securities so offered than the percentage of Voting Shares or Convertible Securities beneficially owned by the purchaser immediately prior to that distribution) or by way of private placement provided that, in the case of a private placement, all necessary stock exchange approvals for the private placement have been obtained and the private placement complies with the terms and conditions of those approvals and the purchaser does not become the Beneficial Owner of more than 25% of the Voting Shares outstanding immediately prior to the private placement (and in making this determination, the securities to be issued to that purchaser pursuant to the private placement will be deemed to be held by that purchaser but will not be included in the aggregate number of outstanding Voting Shares immediately prior to the private placement); and

(iii) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval;

(r) “ Exercise Price ” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of such Right and, until adjustment thereof in accordance with the terms hereof, the Exercise Price will be five (5) times the Market Price of the Common Shares at the Separation Time;

(s) “ Expansion Factor ” has the meaning ascribed to it in subsection 3.2(a);

(t) “ Expiration Time ” means earlier of:

(i) the Termination Time; and

(ii) subject to section 6.16, the close of the annual meeting of shareholders of the

Corporation in 2014 and every third anniversary thereafter and so on unless the continuation of this agreement for each such three year period (or other period approved by the Independent Shareholders) is not approved in accordance with section 6.16;

(u) “ Flip-in Event ” means a transaction in or pursuant to which any Person becomes an Acquiring Person;

(v) “ holder ” has the meaning ascribed to it in section 2.5;

(w) “ Independent Shareholders ” means holders of Voting Shares other than Voting Shares Beneficially Owned by:

(i) an Acquiring Person;

(ii) an Offeror, other than a Person described in any one or more of paragraphs (A) through (E) of clause 1.1(d)(v);

(iii) any Associate or Affiliate of such Acquiring Person or Offeror;

(iv) any Person acting jointly or in concert with such Acquiring Person or Offeror; and

(v) any employee benefit plan, stock purchase plan, deferred profit sharing plan and any other similar plan or trust for the benefit of employees of the Corporation or a Subsidiary of the Corporation, unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or direct whether the Voting Shares are to be tendered to a Take-over Bid;

(x) “ Lock up Agreement ” means an agreement between an Offeror, any Affiliate or Associate of the Offeror or any other Person acting jointly or in concert with the Offeror and a Person (the “ Locked-up Person ”) who is not an Affiliate or Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender Voting Shares held by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by an Affiliate or Associate of the Offeror or made by any other Person acting jointly or in concert with the Offeror (the “ Lock-up Bid ”), where the agreement:

(i) (A) permits the Locked-up Person to withdraw the Voting Shares in order to tender or deposit the Voting Shares to another Take-over Bid or to support another transaction that contains an offering price for each Voting Share that exceeds, or provides a value for each Voting Share that is greater than, the offering price contained or proposed to be contained in the Lock-up Bid; or

(B) permits the Locked-up Person to withdraw the Voting Shares in order to tender or deposit the Voting Shares to another Take-over Bid or to support another transaction that contains an offering price for each Voting Share that exceeds, or provides a value for each Voting Share that is greater than, the offering price contained in or proposed to be contained in the Lock-up Bid by as much or more than a specified amount (the “ Specified Amount ”) where the Specified Amount is not greater than 7% of the offering price that is contained or proposed to be contained in the Lock-up Bid; and

(ii) does not provide for any “ break-up fees ”, “ top-up fees ”, “ termination fees ”,

penalties, expenses or other amounts that exceed in the aggregate the greater of (A) the cash equivalent of 2.5% of the price or value payable to the Locked-up Person under the Take-over Bid and (B) one-half of the increased price or value that is paid pursuant to another Take-over Bid or transaction, if the Locked-up Person fails to tender Voting Shares pursuant thereto or withdraws Voting Shares previously tendered in order to accept the other Take-over Bid or support the other transaction;

and for greater clarity, the agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or other similar limitation on a Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period for acceptance of the other Take-over Bid or transaction;

(y) “ Market Price ” per share of any securities on any date of determination means the average of the weighted average sale price per share of such securities (determined as described below) for the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in section 3.2 have caused the sale prices in respect of any Trading Day used to determine the Market Price not to be fully comparable with the sale prices on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such sale price so used will be appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2 in order to make it fully comparable with the sale price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The weighted average sale price per share of any securities on any date will be determined by dividing the aggregate sale price of all securities sold on the principal stock exchange in Canada on which such securities are listed and posted for trading divided by the total number of securities so sold except that:

(i) if for any reason such prices are not available on such day or the securities are not listed and posted for trading on any stock exchange in Canada, the Market Price will be calculated using the sale prices for such securities as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange in the United States on which such securities are listed or admitted to trading;

(ii) if for any reason such prices are not available on such day or the securities are not listed and posted for trading on a stock exchange in Canada or a national securities exchange in the United States, the Market Price will be calculated using the sale prices for such securities in the over-the-counter market, as reported by The Canadian Dealing Network Inc., or such other comparable system then in use; or

(iii) if on any such date the securities are not quoted by any such organization, the Market Price will be calculated using the average of the closing bid and asked prices as furnished by a professional market maker making a market in the

securities;

provided, however, that if on any such date the securities are not traded on any exchange or in the over-the-counter market and the price referred to in clause (iii) is not available, the weighted average trading price per share of such securities on such date will mean the fair value per share of such securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker chosen by the Board of Directors;

(z) “ Nominee ” has the meaning attributed to it in subsection 3.1(d);

(aa) “ Offer to Acquire ” includes:

(i) an offer to purchase, or a solicitation of an offer to sell; and

(ii) an acceptance of an offer to sell, whether or not such offer to sell has been solicited,

or any combination thereof, and the Person accepting an offer to sell will be deemed to be making an offer to acquire to the Person who made the offer to sell;

(bb) “ Offeror ” means a Person who has announced a current intention to make or who is making a Take-over Bid;

(cc) “ Offeror’s Securities ” means Voting Shares Beneficially Owned by an Offeror on the date of a Take-over Bid;

(dd) “ Permitted Bid ” means a Take-over Bid which is made by means of a take-over bid circular and which also complies with the following additional provisions:

(i) the Take-over Bid is made to all holders of Voting Shares other than the Offeror;

(ii) the Take-over Bid contains, and the take-up and payment for securities tendered or deposited thereunder is subject to, an irrevocable and unqualified condition that no Voting Shares will be taken-up or paid for pursuant to the Take-over Bid prior to the close of business on the date which is not less than 60 days after the date of the Take-over Bid and only if at such date more than 50% of the Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period of time between the date of the Take-over Bid and the date on which the Voting Shares subject to the Take-over Bid may be taken-up and paid for and that any Voting Shares deposited pursuant to the Take-over Bid may be withdrawn until taken-up and paid for; and

(iv) the Take-over Bid contains an irrevocable and unqualified provision that, if on the date on which Voting Shares may be taken up and paid for more than 50% of the Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and tenders of Voting Shares for not less than 10 Business

Days from the date of such public announcement;

(ee) “ Permitted Bid Acquisition ” means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(ff) “ Person ” includes any individual, body corporate, firm, partnership, association, trust, trustee, executor, administrator, legal personal representative, group, unincorporated organization, syndicate, government or governmental agency or instrumentality or other entity;

(gg) “ Pro Rata Acquisition ” means:

(i) the acquisition of Voting Shares as a result of a stock dividend, a stock split or other event pursuant to which a Person receives or acquires Voting Shares on the same proportionate basis as all other holders of the same class of Voting Shares;

(ii) the acquisition of Voting Shares pursuant to any dividend reinvestment plan or other plan made available by the Corporation to holders of all its Voting Shares (other than holders resident in any jurisdiction where participation in such plan is restricted or impractical to the Corporation as a result of applicable law); or

(iii) the receipt and/or exercise of rights (other than the Rights) issued by the Corporation to all the holders of a class of Voting Shares to subscribe for or purchase Voting Shares (other than holders resident in any jurisdiction where the distribution or exercise of such rights is restricted or impractical as a result of applicable law), provided that such rights are acquired directly from the Corporation and not from any other Person.

(hh) “ Record Time ” has the meaning ascribed to it in the recitals;

(ii) “ Redemption Price ” has the meaning ascribed to it in subsection 6.1(a);

(jj) “ Right ” has the meaning ascribed to it in the recitals;

(kk) “ Rights Certificates ” means the certificates representing the Rights after the Separation Time, which are to be substantially in the form attached as Exhibit A;

(ll) “ Rights Plan ” has the meaning ascribed to it in the recitals;

(mm) “ Rights Register ” and “ Rights Registrar ” have the respective meanings ascribed to them in subsection 2.3(a);

(nn) “ Securities Act ” means the Securities Act (Ontario), as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations thereto;

(oo) “ Separation Time ” means, subject to subsection 6.1(d), the close of business on the tenth Trading Day after the earlier of:

(i) the Stock Acquisition Date; and

(ii) the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to commence, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid);

or such later time as may be determined by the Board of Directors; provided that (i) if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time will be the Record Time, (ii) if any Take-over Bid referred to in clause (ii) expires or is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid will be deemed, for the purposes of this definition, never to have been made (iii) if the Board of Directors determines pursuant to section 6.1 to waive the application of section 4.1 to have a Flip-in Event, the Separation Time in respect of that Flip-in Event will be deemed never to have occurred;

(pp) “ Stock Acquisition Date ” means the date of the first public announcement (which, for purposes of this definition, includes the filing of a report pursuant to section 101 of the Securities Act or section 13(d) of the U.S. Exchange Act) by the Corporation or an Acquiring Person of facts indicating that a Person has become an Acquiring Person;

(qq) “ Subsidiary ” of a Person has the meaning ascribed to it in the Securities Act;

(rr) “ Take-over Bid ” means an Offer to Acquire Voting Shares or securities convertible into or exchangeable for Voting Shares, where the Voting Shares subject to the Offer to Acquire, together with the Voting Shares into which the securities subject to the Offer to Acquire are convertible or exchangeable, together with the Offeror’s Securities, constitute, in the aggregate, 20% or more of the Voting Shares outstanding on the date of the Offer to Acquire;

(ss) “ Termination Time ” means the time at which the right to exercise Rights will terminate pursuant to subsection 6.1(g);

(tt) “ Trading Day ”, when used with respect to any securities, means a day on which the principal Canadian securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian securities exchange, a Business Day;

(uu) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as from time to time in effect;

(vv) “ Voting Shares ” means the Common Shares and any other shares in the capital of the Corporation to which are attached a right to vote for the election of directors generally; and

(ww) “ Voting Share Reduction ” means an acquisition or redemption by the Corporation or a Subsidiary of the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the percentage of outstanding Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares outstanding.

1.2 Currency

All sums of money which are referred to in this agreement are expressed in lawful money of Canada, unless otherwise specified.

1.3 Descriptive Headings

Descriptive headings are for convenience only and are not to affect the meaning or construction of any of the provisions of this agreement.

1.4 References to Agreement

References to “ this agreement ”, “ hereto ”, “ herein ”, “ hereby ”, “ hereunder ”, “ hereof ” and similar expressions refer to this agreement, as amended or supplemented from time to time, and not to any particular Article, section, subsection, clause or other portion hereof and include any and every instrument supplemental or ancillary hereto.

1.5 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares

(i) For the purposes of this agreement, in determining the percentage of the outstanding Voting Shares of the Corporation with respect to which a Person is or is deemed to be the Beneficial Owner, all unissued Voting Shares of the Corporation of which such Person is deemed to be the Beneficial Owner will be deemed to be outstanding.

(ii) The percentage of outstanding Voting Shares of the Corporation Beneficially Owned by any Person, for the purposes of this agreement, will be and be deemed to be the product determined by the formula:

100		x		A
				B

where:

A =		the number of votes for the election of all directors generally attaching to the outstanding Voting Shares Beneficially Owned by such Person; and

B =		the number of votes for the election of all directors generally attaching to all outstanding Voting Shares.

1.6 Acting Jointly or in Concert

For purpose of this agreement, a Person is acting jointly or in concert with every other Person who has any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) with the first Person, or with any other Person acting jointly or in concert with the first Person, to acquire or Offer to Acquire any Voting Shares or securities convertible into or exchangeable for Voting Shares (other than customary agreements with and between underwriters or banking group or selling group members with respect to a distribution of securities and other than pledges of securities in the ordinary course of the pledgee’s business).

ARTICLE 2
THE RIGHTS

2.1 Legend on Certificates

Certificates for Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time will evidence, in addition to the Common Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend:

UNTIL THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO

EVIDENCES AND ENTITLES THE HOLDER OF THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF · , 2014 (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE “ RIGHTS AGREEMENT ”) BETWEEN POET TECHNOLOGIES INC. (THE “ CORPORATION ”) AND EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “ BENEFICIALLY OWNED ” BY AN “ ACQUIRING PERSON ”, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, despite the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time.

2.2 Execution, Authentication, Delivery and Dating of Rights Certificates

(a) The Rights Certificates will be executed on behalf of the Corporation by the Chairman of the Board, the President, Chief Financial Officer or any Vice-President and by any other Vice President or the Secretary. The signatures of such officers may be mechanically reproduced in facsimile on the Rights Certificates, and when so reproduced will be valid and binding on the Corporation even though that the Persons whose signatures are so reproduced may not hold office at the time the Rights Certificates are issued.

(b) Promptly after the Separation Time, the Corporation will notify the Rights Agent of the Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature and a disclosure statement describing the Rights, and the Rights Agent will manually countersign such Rights Certificates and deliver such Rights Certificates and disclosure statement to the holders of the Rights pursuant to subsection 3.1(d). No Rights Certificate will be valid for any purpose until countersigned by the Rights Agent.

2.3 Registration, Registration of Transfer and Exchange

(a) After the Separation Time, the Corporation will cause to be kept a register (the “ Rights Register ”) in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the “ Rights Registrar ” for the purpose of maintaining the Rights Register for the Corporation and registering Rights and

transfers of Rights as provided in this agreement. If the Rights Agent ceases to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, but subject to subsection (c) and subsection 4.1(b), the Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.

(b) All Rights issued upon any registration of transfer or exchange of Rights Certificates will be valid obligations of the Corporation, and such Rights will be entitled to the same benefits under this agreement as the Rights surrendered upon such registration of transfer or exchange.

(c) Every Rights Certificate surrendered for registration of transfer or exchange will be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this section 2.3, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

2.4 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation will execute and the Rights Agent will manually countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as the Rights Certificate so surrendered.

(b) If there will be delivered to the Corporation and the Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required by them to indemnify them and any of their agents, then, in the absence of notice to the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation will execute, and upon its request the Rights Agent will countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this section, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

(d) Every new Rights Certificate issued pursuant to this section in lieu of any destroyed, lost or stolen Rights Certificate will evidence a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Rights Certificate is at any time enforceable by anyone, and will be entitled to all the benefits of this agreement equally and proportionately with any and all other Rights duly issued by the Corporation under this agreement.

2.5 Persons Deemed Owners of Rights

The Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes. As used in this agreement, unless the context otherwise requires, the term “ holder ” of any Rights will mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Common Shares).

2.6 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange, if surrendered to any Person other than the Rights Agent, will be delivered to the Rights Agent and, in any case, will be promptly cancelled by the Rights Agent. The Corporation may deliver at any time to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered will be promptly cancelled by the Rights Agent. No Rights Certificate will be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided for in this section, except as expressly permitted by this agreement. The Rights Agent will destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation.

2.7 Agreement of Rights Holders

Every holder of Rights, by accepting Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:

(a) it will be bound by and subject to the provisions of this agreement, as amended from time to time in accordance with the terms hereof, in respect of the Rights held;

(b) prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share certificate representing such Right;

(c) after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided in this agreement;

(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (despite any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes, and neither the Corporation nor the Rights Agent will be affected by any notice to the contrary;

(e) it has waived any right and is not entitled to receive any fractional Rights or any fractional Common Shares upon exercise of a Right (except as provided herein);

(f) subject to section 6.5, without the approval of the holders of Voting Shares or Rights and on the sole authority of the Board of Directors, this agreement may be amended or supplemented from time to time as provided in this agreement; and

(g) notwithstanding anything in this agreement to the contrary, neither the Corporation nor the Rights Agent will have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by a governmental authority, prohibiting or otherwise restraining performance of such obligations.

2.8 Rights Certificate Holder Not Deemed a Shareholder

No holder, as such, of any Right or Rights Certificate will be entitled to vote or receive dividends as, or be deemed for any purpose to be, a holder of any Common Share which may at any time be issuable on the exercise of such Right, nor will anything contained herein or in any Rights Certificate be construed or deemed to confer on the holder of any Right or Rights Certificate, as such, any of the rights, titles, benefits or privileges of a shareholder of the Corporation or any right to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or on any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any action of the Corporation, or to receive notice of any meeting or other action affecting any shareholder of the Corporation except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until the Right or Rights evidenced by any Rights Certificate will have been duly exercised in accordance with the terms and provisions hereof.

ARTICLE 3
EXERCISE OF THE RIGHTS

3.1 Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a) Subject to adjustment as set forth in this agreement, from and after the Separation Time and prior to the Expiration Time, each Right will entitle the holder thereof to purchase one Common Share for the Exercise Price (which Exercise Price and number of Common Shares are subject to adjustment as set forth below).

(b) Until the Separation Time:

(i) the Rights are not exercisable and may not be exercised; and

(ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate will also be deemed to be a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.

(i) the Rights will be exercisable; and

(ii) the registration and transfer of the Rights will be separate from and independent of the Common Shares.

(d) Promptly following the Separation Time, the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person and other than, in respect of any Rights Beneficially Owned by such Acquiring

Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “ Nominee ”)), at such holder’s address as shown by the records of the Corporation (and the Corporation will furnish copies of such records to the Rights Agent for this purpose):

(i) a Rights Certificate representing the number of Rights held by such holder at the Separation Time in substantially the form of Exhibit A, appropriately completed, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may be listed or traded from time to time, or to conform to usage; and

(ii) a disclosure statement prepared by the Corporation describing the Rights;

provided that a Nominee will be sent the materials provided for in clauses (i) and (ii) only in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require the first-mentioned Person to furnish any information and documentation as the Corporation deems necessary or appropriate to make that determination.

(e) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in the City of Toronto or any other office of the Rights Agent designated for that purpose from time to time by the Corporation:

(i) the Rights Certificate evidencing such Rights;

(ii) an election to exercise such Rights (an “ Election to Exercise ”) substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his or her executors or administrators or other personal representatives or his, her or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(iii) by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the applicable Exercise Price multiplied by the number of Rights being exercised and an amount sufficient to cover any tax or other governmental charge which may be payable in respect of any transfer or delivery of Rights Certificates or the issuance or delivery of certificates for the relevant Common Shares in a name other than that of the holder of the Rights being exercised.

(f) Upon receipt of the Rights Certificate which is accompanied by a completed Election to Exercise that does not indicate that such Right is null and void as provided by subsection 4.1(b) and payment as set forth in subsection 3.1(e), the Rights Agent (unless otherwise instructed by the Corporation if the Corporation is of the opinion that the Rights cannot be exercised in accordance with this agreement) will promptly:

(i) requisition from the transfer agent of the Common Shares, certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agents to comply with all such requisitions);

(ii) when appropriate, requisition from the Corporation the amount of cash (if any) to be paid in lieu of issuing fractional Common Shares;

(iii) after receipt of the Common Share certificates, deliver them to or to the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder;

(iv) after receipt, deliver such cash (if any) referred to in clause (ii) to or to the order of the registered holder of the Rights Certificate; and

(v) tender to the Corporation all payments received on exercise of the Rights.

(g) In case the holder of any Rights exercises less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.

(h) The Corporation covenants and agrees that it will:

(i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights, at the time of delivery of the certificates representing such Common Shares (subject to payment of the Exercise Price), will be duly and validly authorized, issued and delivered as fully paid and non-assessable;

(ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the OBCA, the Securities Act (Ontario) and the securities legislation of each of the other provinces of Canada and any other applicable law, rule or regulation in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights;

(iii) use reasonable efforts to cause all Common Shares issued on exercise of Rights to be listed on the principal exchanges or over-the-counter markets on which the Common Shares are then listed or traded;

(iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this agreement, will be sufficient from time to time to permit the exercise in full of all outstanding Rights; and

(v) pay when due and payable any Canadian and United States federal and provincial and state transfer taxes and charges (for greater certainty, not in the nature of income or withholding taxes) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation will not be required to pay any tax or other governmental charge which may be payable in respect of any transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised.

3.2 Adjustments to Exercise Price: Number of Rights

The Exercise Price, the number of Common Shares or other securities subject to purchase on the exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this section.

(a) If the Corporation at any time after the Record Time and prior to the Expiration Time:

(i) declares or pays a dividend on the Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) other than pursuant to any dividend reinvestment program and other than a dividend payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in lieu of (and having a value no greater than) a dividend paid in the ordinary course;

(ii) subdivides or changes the outstanding Common Shares into a greater number of Common Shares;

(iii) combines or changes the outstanding Common Shares into a smaller number of Common Shares; or

(iv) issues any Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in respect of, in lieu of or in exchange for existing Common Shares;

the Exercise Price and the number of Rights outstanding (or, if the payment or effective date therefor occurs after the Separation Time, the securities purchasable on exercise of Rights) will be adjusted in the following manner.

If the Exercise Price and number of Rights are to be adjusted (i) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other securities of the Corporation) (the “ Expansion Factor ”) that a holder of one Common Share immediately prior to such dividend, subdivision, combination, change or issuance would hold thereafter as a result thereof and (ii) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be allocated among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the securities of the Corporation issued in respect of such dividend, subdivision, consolidation, change or issuance, so that each such Common Share (or other security of the Corporation) will have exactly one Right associated with it.

For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable on exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable on exercise of one Right immediately prior to such dividend, subdivision, consolidation, change or issuance would hold thereafter as a result thereof.

Adjustments pursuant to this subsection will be made successively whenever an event referred to in this subsection occurs.

(b) If the Corporation at any time after the Record Time and prior to the Expiration Time fixes a record date for the issuance of rights, options or warrants to all or substantially all holders of Common Shares entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Common Shares (or securities convertible into or exchangeable for or carrying a right to acquire Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to acquire Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right, per share) less than 95% of the Market Price per Common Share on the second Trading Day immediately preceding such record date, the Exercise Price in respect of the Rights to be in effect after such record date will be determined by multiplying the Exercise Price in respect of the Rights in effect immediately prior to such record date by a fraction (i) the numerator of which will be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price per Common Share and (ii) the denominator of which will be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which is in a form other than cash, the value of such consideration will be as determined in good faith by the Board of Directors, whose determination will be described in a statement filed with the Rights Agent and will be binding on the Rights Agent and the holders of the Rights. Such adjustment will be made successively whenever such a record date is fixed. To the extent that such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued on exercise of such rights, options or warrants.

(c) For purpose of this agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a dividend reinvestment plan or any employee benefit, stock option or similar plans will be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 90% of the then current market price per share (determined as provided in such plans) of the Common Shares.

(d) If the Corporation at any time after the Record Time and prior to the Expiration Time fixes a record date for a distribution to all or substantially all holders of Common Shares (including any such distribution made in connection with a merger in which the Corporation is the continuing corporation) of (i) evidences of indebtedness or assets, including cash (other than a dividend paid in the ordinary course or a dividend paid in Common Shares, but including any dividend payable in securities other than

Common Shares), (ii) rights, options or warrants entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to acquire Common Shares) (excluding those referred to in subsection 3.2(b)) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to acquire Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right, per share) that is less than 95% of the Market Price per Common Share on the second Trading Day immediately preceding such record date or (iii) other securities of the Corporation, the Exercise Price will be adjusted as follows. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date less the fair market value (as determined in good faith by the Board of Directors) of the portion of the evidences of indebtedness, assets, rights, options or warrants or other securities so to be distributed applicable to the securities purchasable on exercise of one Right. Such adjustments will be made successively whenever such a record date is fixed and, if such distribution is not so made, the Exercise Price in respect of the Rights will be adjusted to be the Exercise Price in respect of the Rights which would have been in effect if such record date had not been fixed.

(e) Notwithstanding anything in this agreement to the contrary, no adjustment of the Exercise Price will be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this subsection are not required to be made will be carried forward and taken into account in any subsequent adjustment. All calculations under section 3.2 will be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share, as the case may be.

(f) If as a result of an adjustment made pursuant to section 4.1, the holder of any Right thereafter exercised will become entitled to receive any shares other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right and the applicable Exercise Price thereof will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as is practicable to the provisions with respect to the Common Shares contained in this section 3.2, and the provisions of this agreement with respect to the Common Shares will apply on like terms to any such other shares.

(g) All Rights originally issued by the Corporation subsequent to any adjustment made to the Exercise Price will evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Corporation has exercised its election as provided in subsection (i), upon each adjustment of an Exercise Price as a result of the calculations made in subsections (b) and (d), each Right outstanding immediately prior to the making of such adjustment will thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares obtained by:

(i) multiplying (A) the number of Common Shares covered by a Right immediately prior to such adjustment by (B) the Exercise Price in effect immediately prior to such adjustment; and

(ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment.

(i) The Corporation may elect on or after the date of any adjustment of an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights will be exercisable for the number of Common Shares for which such a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the relevant Exercise Price in effect immediately prior to adjustment of the relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the relevant Exercise Price. The Corporation will make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made.

This record date may be the date on which the relevant Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, will be at least 10 days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this subsection, the Corporation, as promptly as is practicable, will cause to be distributed to holders of record of Rights Certificates on such record date, Rights Certificates evidencing, subject to section 6.4, the additional Rights to which such holders will be entitled as a result of such adjustment, or, at the option of the Corporation, will cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Corporation, new Rights Certificates evidencing all the Rights to which such holders will be entitled after such adjustment. Rights Certificates to be so distributed will be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Corporation, the relevant adjusted Exercise Price and will be registered in the names of holders of record of Rights Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in an Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates previously and thereafter issued may continue to express the relevant Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.

(k) In any case in which this section requires that an adjustment in an Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer, until the occurrence of such event, the issuance to the holder of any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect prior to such adjustment; provided, however, that the Corporation delivers to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such

additional Common Shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

(l) Notwithstanding anything in this section to the contrary, the Corporation will be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this section, as and to the extent that in its good faith judgment the Board of Directors determines to be advisable in order that any (i) consolidation or subdivision of Common Shares, (ii) issuance wholly for cash of any Common Share or securities that by their terms are convertible into or exchangeable for Common Shares, (iii) stock dividends or (iv) issuance of rights, options or warrants referred to in this section, hereafter made by the Corporation to holders of its Common Shares, will not be taxable to such shareholders.

(m) The Corporation covenants and agrees that, after the Separation Time, except as permitted by section 6.1 or 6.5, it will not take (or permit any Subsidiary of the Corporation to take) any action if at the time such action is taken it is reasonably foreseeable that such action would diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(n) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made pursuant to this section, the Corporation will promptly:

(i) file with the Rights Agent and with the transfer agent for the Common Shares a certificate specifying the particulars of such adjustment or change; and

(ii) cause notice of the particulars of such adjustment or change to be given to the holders of the Rights.

The failure to file such certificate or cause such notice to be given as aforesaid, or any defect therein, will not affect the validity of any such adjustment or change.

3.3 Date on Which Exercise Is Effective

Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rights will be deemed for all purposes to have become the holder of record of the Common Share represented thereby on, and such certificate will be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise) and payment of the relevant Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the relevant Common Share transfer books of the Corporation are closed, such Person will be deemed to have become the holder of record of such Common Shares on, and such certificate will be dated, the next succeeding Business Day on which the relevant Common Share transfer books of the Corporation are open.

ARTICLE 4
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

4.1 Flip-in Event

(a) Subject to subsection 4.1(b) and section 6.1, if prior to the Expiration Time a Flip-in Event occurs, each Right will constitute, effective on and after the later of its date of issue and the close of business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 if, after such date of occurrence, an event of a type analogous to any of the events described in section 3.2 has occurred with respect to the Common Share). The result of this provision is that, in the event a Flip-in Event occurs, subject to all other provisions of this agreement, each Right will constitute the right to purchase from the Corporation ten (10) additional Common Shares at 50% of the Market Price at the time of the Flip-in Event.

(b) Notwithstanding anything in this agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee or other successor in title, directly or indirectly, (a “ Transferee ”) of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i), will become null and void without any further action, and any holder of such Rights (including any Transferee) will not have any right whatsoever to exercise such Rights and will not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent on exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection will be deemed to be an Acquiring Person for the purpose of this section and such Rights will be null and void.

(c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in clause (b)(i) or (ii) or transferred to any nominee of any such person, and any Rights Certificate issued on transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, will contain the following legend:

THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR A PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT). THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IN THE CIRCUMSTANCES SPECIFIED IN SUBSECTION 4.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT.

The Rights Agent will not be under any responsibility to ascertain the existence of facts that would require the inclusion of that legend, but will be required to include the legend only if instructed to do so by the Corporation or if a holder fails to certify on transfer or exchange in the space provided on the Rights Certificate that it is not an Acquiring Person or other Person referred to in the legend. The issuance of a Rights Certificate without the legend referred to in this subsection will not affect the application of subsection (b).

(d) From and after the Separation Time, the Corporation will do all such acts and things as will be necessary and within its power to ensure compliance with the provisions of this section, including all such acts and things as may be required to satisfy the requirements of the OBCA and the Securities Act or comparable legislation of any other applicable jurisdiction and the rules of any stock exchange where the Common Shares may then be listed or traded in respect of the issuance of Common Shares upon the exercise of Rights in accordance with this agreement.

(e) Notwithstanding any other provision of this agreement, any Rights held by the Corporation or any of its Subsidiaries will be void.

ARTICLE 5
THE RIGHTS AGENT

5.1 General

(a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more co-rights agents (each, a “ Co-Rights Agent ”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents will be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this agreement and the exercise and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, acting reasonably). The Corporation also agrees to indemnify the Rights Agent, its officers, directors and employees for, and to hold it

and them harmless against, any loss, liability cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this agreement and/or the resignation or removal of the Rights Agent.

(b) The Corporation will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this agreement by the Rights Agent and at any time, upon request, will provide to the Rights Agent an incumbency certificate with respect to the then current authorized signatories of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, will not affect the validity of any action taken hereunder in relation to such events.

(c) The Rights Agent will be protected and will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

(d) In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement amongst the parties of this Agreement or by a court of competent jurisdiction.

5.2 Merger or Amalgamation or Change of Name of Rights Agent

(a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, including a sale of such business, will be the successor to the Rights Agent under this agreement without the execution or filing of any paper or any further act on the part of any of the parties, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of section 5.4. In case at the time such successor Rights Agent succeeds to the agency created by this agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this agreement.

(b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this agreement.

5.3 Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, will be bound:

(a) the Rights Agent may consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not to be unreasonably withheld), consult with such other experts as the Rights Agent considers necessary or appropriate to properly carry out the duties and obligations imposed under the agreement and the Rights Agent will be entitled to rely in good faith on the advice of any such expert;

(b) whenever in the performance of its duties under this agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof is specifically prescribed in this agreement) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be a senior officer of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this agreement in reliance upon such certificate;

(d) the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Corporation only;

(e) the Rights Agent will not be under any responsibility in respect of the validity of this agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount

of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this agreement or any Rights or as to whether any Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;

(f) the Corporation will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this agreement;

(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person designated in writing by the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered by it in good faith in accordance with the instructions of any such Person;

(h) the Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this agreement. Nothing herein will preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and

(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and employment thereof.

5.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of Rights in accordance with section 6.8, all of which will be at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 6.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder, with such notice, must submit such holder’s Rights Certificate for inspection by the Corporation), then the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the

Corporation or by such a court, must be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Ontario. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owing by the Corporation to the predecessor Rights Agent pursuant to this agreement, will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 5.4, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

ARTICLE 6
MISCELLANEOUS

6.1 Redemption and Waiver

(a) Until the occurrence of a Flip-in Event as to which the application of section 4.1 has not been waived pursuant to this section, the Board of Directors, with the prior consent of the holders of Voting Shares or the holders of Rights given in accordance with subsection (i) or (j), as the case may be, may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2, if an event of the type analogous to any of the events described in section 3.2 have occurred (such redemption price being herein referred to as the “ Redemption Price ”).

(b) Until the occurrence of a Flip-in Event as to which the application of section 4.1 has not been waived pursuant to this section, upon written notice to the Rights Agent, the Board of Directors, with the prior consent of the holders of Voting Shares given in accordance with subsection (i), may determine, if such Flip-in Event would occur by reason of an acquisition of Voting Shares otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all holders of Voting Shares and otherwise than in the circumstances set forth in subsection (d), to waive the application of section 4.1 to such Flip-in Event. If the Board of Directors proposes such a waiver, the Board of Directors will extend the Separation Time to a date subsequent to and not more than ten Business Days following the meeting of shareholders called to approve such waiver.

(c) Until the occurrence of a Flip-in Event as to which the application of section 4.1 has not been waived pursuant to this section, upon written notice delivered to the Rights Agent, the Board of Directors may determine to waive the application of section 4.1 to any Flip-in Event provided that the Flip-in Event would occur by reason of a Take-over Bid made by take-over bid circular sent to all holders of Voting Shares and provided further that if the Board of Directors waives the application of section 4.1 to such Flip-in Event, the Board of Directors will be deemed to have waived the

application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid made by take-over bid circular to all holders of Voting Shares which is made prior to the expiry of any Take-over Bid (as the same may be extended from time to time) made by take-over bid circular in respect of which a waiver is, or is deemed to have been, granted under this subsection.

(d) Notwithstanding subsections (b) and (c), upon written notice to the Rights Agent, the Board of Directors may waive the application of section 4.1 in respect of any Flip-in Event, provided that both of the following conditions are satisfied:

(i) the Board of Directors has determined that the Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and

(ii) such Person has reduced its Beneficial Ownership of Voting Shares such that at the time of the granting of a waiver pursuant to this subsection, such Person is no longer an Acquiring Person;

In the event of any such waiver, for the purposes of this agreement, such Flip-in Event will be deemed not to have occurred and the Separation Time will be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person.

(e) The Board of Directors will be deemed to have elected to redeem, without further formality, the Rights at the Redemption Price on the date that a Person who has made a Permitted Bid, a Competing Permitted Bid or Take-over Bid in respect of which the Board of Directors has waived, or is deemed to have waived, pursuant to this section the application of section 4.1, takes up and pays for Voting Shares pursuant to the terms and conditions of such Permitted Bid, Competing Permitted Bid or Take-over Bid, as the case may be.

(f) Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the then outstanding Rights without the consent of the holders of Voting Shares or the holders of Rights, as the case may be, at the Redemption Price and reissue Rights under this agreement to holders of record of Common Shares immediately following the time of such redemption and, thereafter, all of the provisions of this agreement will continue in full force and effect and such Rights, without any further formality, will be attached to the outstanding Common Shares in the same manner as prior to the occurrence of such Separation Time.

(g) If the Board of Directors elects or is deemed to have elected to redeem the Rights and, in circumstances in which subsection (a) is applicable, such redemption is approved by the holders of Voting Shares or the holders of Rights in accordance with subsection (i) or (j), as the case may be, the right to exercise the Rights will thereupon, without further action and without notice, terminate, and the only right thereafter of the holders of Rights will be to receive the Redemption Price.

(h) Within 10 days after the Board of Directors electing or having been deemed to have elected to redeem the Rights or, if subsection (a) applies, within 10 Business Days

after the holders of Voting Shares or the holders of Rights have approved the redemption of Rights in accordance with subsection (i) or (j), as the case may be, the Corporation will give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at such holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the Transfer Agent for the Common Shares. Any notice which is mailed in the manner herein provided will be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section, and other than in connection with the purchase of Common Shares prior to the Separation Time.

(i) If a redemption of Rights pursuant to subsection (a) or a waiver of a Flip-in Event pursuant to subsection (b) is proposed at any time prior to the Separation Time, such redemption or waiver must be submitted for approval to the holders of Voting Shares. Such approval will be deemed to have been given if the redemption or waiver is approved by the affirmative vote of a majority of the votes cast by Independent Shareholders represented in person or by proxy at a meeting of such holders duly held in accordance with applicable laws and the Corporation’s by-laws.

(j) If a redemption of Rights pursuant to subsection (a) is proposed at any time after the Separation Time, such redemption must be submitted for approval to the holders of Rights. Such approval will be deemed to have been given if the redemption is approved by holders of Rights by a majority of the votes cast by the holders of Rights represented in person or by proxy at and entitled to vote at a meeting of such holders. For the purposes hereof, each outstanding Right (other than Rights which are Beneficially Owned by any Person referred to in clauses (i) to (v) inclusive of the definition of Independent Shareholders) will be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting will be those, as nearly as may be, which are provided in the Corporation’s by-laws and the OBCA with respect to meetings of shareholders of the Corporation.

6.2 Expiration

No Person will have any rights pursuant to this agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in section 5.1.

6.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this agreement or of the Rights to the contrary, the Corporation, at its option, may issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable upon exercise of Rights made in accordance with the provisions of this agreement.

6.4 Fractional Rights and Fractional Shares

(a) The Corporation will not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there will be paid to the registered holders of the Rights Certificates with regard to which such fractional Right would otherwise be issuable, an amount in cash equal to

the fraction of the Market Price of a whole Right that the fraction of a Right which would otherwise be issuable is of one whole Right.

(b) The Corporation will not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Corporation will pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of a whole Common Share that the fraction of a Common Share which would otherwise be issuable upon the exercise of such right is of one whole Common Share at the date of such exercise.

(c) The Rights Agent will have no obligation to make any payments in lieu of issuing fractions of Rights or Common Shares pursuant to subsection (a) or (b), respectively, unless and until the Corporation has provided to the Rights Agent the amount of cash to be paid in lieu of issuing such fractional Rights or Common Shares, as the case may be.

6.5 Supplements and Amendments

(a) The Corporation may make amendments to this agreement from time to time to correct any clerical or typographical error or which are required to maintain the validity of this agreement as a result of any change in any applicable legislation, rules or regulations or decision of a court or regulatory authority. The Corporation, at or prior to the meeting of shareholders of the Corporation, or any adjournment or postponement thereof, to be held for shareholders of the Corporation to consider and, if deemed advisable, to adopt a resolution approving, ratifying and confirming this agreement and the Rights issued pursuant thereto, may supplement or amend this agreement without the approval of any holders of Rights or Voting Shares in order to make any changes which the Board of Directors acting in good faith may deem necessary or desirable to make this agreement effective (provided such action would not materially adversely affect the interests of the holders of Rights generally).

(b) Notwithstanding anything in this section to the contrary, no such supplement or amendment may be made to the provisions of Article 5 except with the written concurrence of the Rights Agent to such supplement or amendment.

(c) Subject to subsection (a), the Corporation, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time prior to the Separation Time, may supplement or amend any of the provisions of this agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent will be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to vote at a meeting of the holders of Voting Shares duly called and held in compliance with applicable laws and the Corporation’s by-laws.

(d) Subject to subsection (a), the Corporation, with the prior consent of the holders of Rights, at any time on or after the Separation Time, may supplement or amend any of the provisions of this agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided

that no such supplement or amendment may be made to the provisions of Article 5 except with the written concurrence of the Rights Agent thereto.

(e) Any approval of the holders of Rights will be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof) will be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting will be those, as nearly as may be, which are provided in the Corporation’s by-laws and the OBCA with respect to meetings of shareholders of the Corporation.

(f) Any amendments made by the Corporation to this agreement pursuant to subsection 6.5(a) which are required to maintain the validity of this agreement:

(i) if made before the Separation Time, be submitted to the holders of Voting Shares of the Corporation at the next meeting of shareholders and the holders of Voting Shares, by the majority referred to in subsection (b), may confirm or reject such amendment; and

(ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for a date not later than immediately following the next meeting of shareholders of the Corporation and the holders of Rights, by resolution passed by the majority referred to in subsection (d), may confirm or reject such amendment.

Any such amendment will be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the holders of Voting Shares or the holders of Rights or is not submitted to the holders of Voting Shares or holders of Rights as required, then such amendment will cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held, and no subsequent amendment to this agreement to substantially the same effect will be effective until confirmed by the shareholders or holders of Rights, as the case may be.

(g) The Corporation will give notice in writing to the Rights Agent of any amendment or supplement to this agreement pursuant to this section within five Business Days of the date of any such amendment or supplement, provided that failure to give such notice, or any defect therein, will not affect the validity of any such supplement or amendment.

(h) For greater certainty, neither the exercise by the Board of Directors of any power or discretion conferred on it under this agreement nor the making by the Board of Directors of any determination or the granting of any waiver it is permitted to make or give under this agreement will constitute an amendment, variation or rescission of the provisions of this agreement or Rights for purposes of this section or otherwise.

6.6 Rights of Action

Subject to the terms of this agreement, all rights of action in respect of this agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights; and any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, may enforce, and may institute and maintain, any suit, action or proceeding against the Corporation to enforce, or otherwise act in respect of, such holder’s right to exercise such holder’s Rights in the manner provided in such holder’s Rights Certificate and in this agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this agreement and will be entitled to specific performance of the obligations under, and injunctive relief against, actual or threatened violations of the obligations of any Person subject to, this agreement.

6.7 Notice of Proposed Actions

If the Corporation proposes after the Separation Time and prior to the Expiration Time to effect the liquidation, dissolution or winding-up of the Corporation or the sale of all or substantially all of the Corporation’s assets, then, in each such case, the Corporation will give to each holder of a Right, in accordance with section 6.8, a notice of such proposed action. The notice must specify the date on which such liquidation, dissolution, winding-up or sale is to take place, and such notice must be so given at least 20 Business Days prior to the date of taking such proposed action.

6.8 Notices

(a) Notices or demands authorized or required by this agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Corporation will be sufficiently given or made if delivered or sent by facsimile or by first-class mail, postage prepaid, addressed (until another facsimile number or address is filed in writing with the Rights Agent) as follows:

POET Technologies Inc.
Suite 501, 121 Richmond Street West
Toronto, Ontario, Canada M5H 2K1

Attention:	Corporate Secretary

Fax:	(416) 861-0749

With a copy to:

POET Technologies Inc.
Suite 501, 121 Richmond Street West
Toronto, Ontario, Canada M5H 2K1

Attention:	Chief Executive Officer

Fax:	(416) 861-0749

(b) Notices or demands authorized or required by this agreement to be given or made by the Corporation or by the holder of any Rights to or on the Rights Agent will be sufficiently given or made if delivered or sent by facsimile or by first-class mail,

postage prepaid, addressed (until another facsimile number or address is filed in writing with the Corporation) as follows:

Equity Financial Trust Company
200 University Avenue, Suite 300
Toronto Ontario, Canada M5H 4H1

Attention:	Vice-President Corporate Trust Services

Fax:	(416) 361-0470

(c) Notices or demands authorized or required by this agreement to be given or made by the Corporation or the Rights Agent to or on the holder of any Rights will be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the Corporation for the Common Shares. Any notice which is mailed in the manner herein provided will be deemed given, whether or not the holder receives the notice.

(d) Notices will be deemed to have been received as follows:

(i) in the case of personal delivery, on the day of delivery, unless delivered on a day that is not a Business Day or after 4:00 p.m. on the day of delivery, in which case notice will be deemed to have been received on the next Business Day;

(ii) in the case of facsimile, on the Business Day of transmission if transmitted before 4:00 p.m. on that Business Day or, otherwise, on the next Business Day following the day of transmission; and

(iii) in the case of first class mail, on the fifth Business Day following mailing.

(iv) Any accidental error, omission or failure in giving or delivering or mailing any such notice will not invalidate or otherwise prejudicially affect any action or proceeding founded thereon.

6.9 Costs of Enforcement

The Corporation agrees that, if it or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfil any of its obligations pursuant to this agreement, then the Corporation or such Person will reimburse the holder of any Rights for the costs and expenses (including reasonable legal fees) incurred by such holder in actions to enforce the holder’s rights pursuant to any Rights or this agreement.

6.10 Successors

All the covenants and provisions of this agreement by or for the benefit of the Corporation or the Rights Agent bind and enure to the benefit of their respective successors and assigns hereunder.

6.11 Benefits of this Agreement

Nothing in this agreement will be construed to give to any Person other than the Corporation, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this agreement; but this agreement will be for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of the Rights.

6.12 Governing Law

This agreement and each Right issued hereunder will be deemed to be a contract made under the laws of the Province of Ontario and for all purposes will be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province.

6.13 Counterparts

This agreement may be executed in any number of counterparts and each of such counterparts for all purposes will be deemed to be an original, and all such counterparts together will constitute one and the same instrument.

6.14 Severability

If any term or provision hereof or the application thereof to any circumstance is, in any jurisdiction and to any extent, invalid or unenforceable, such term or provision will be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

6.15 Effective Date

This agreement is in force in accordance with its terms.

6.16 Shareholder Approval

At the annual meeting of shareholders of the Corporation in 2014 and every third anniversary thereafter and so on, provided that a Flip-in Event has not occurred prior to such time (other than a Flip-in Event in respect of which the application of section 4.1 has been waived pursuant to section 6.1), the Board of Directors may submit a resolution to the Independent Shareholders for their consideration and approval ratifying this agreement (as may be amended and restated) and its continued existence after each such meeting. If a majority of the votes cast by Independent Shareholders present or represented by proxy at any such meeting are not voted in favour of this agreement and its continued existence, then the Board of Directors, immediately upon confirmation by the chair of such shareholders meeting of the results of the vote on such resolution, without further formality, will be deemed to have elected to redeem the Rights at the Redemption Price.

6.17 Determinations and Actions by the Board of Directors

All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith in connection with this agreement will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

6.18 Time of the Essence

Time will be of the essence of this agreement.

6.19 Regulatory Approvals

Any obligation of the Corporation or action contemplated by this agreement, including any amendment hereto, will be subject to the receipt of any requisite approval or consent from any applicable regulatory authority, including any necessary approvals of the TSX Venture Exchange or any other stock exchange.

6.20 Declaration as to Non-Canadian and Non-United States Holders

If in the opinion of the Board of Directors (who may rely on the advice of legal counsel) any action or event contemplated by this agreement would require compliance by the Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including establishing procedures for the issuance to a Canadian resident fiduciary of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto and the sale thereof and remittance of the proceeds of such sale (if any) to the Persons entitled thereto. In no event will the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada and the United States of America in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

6.21 Fiduciary Duties of the Board of Directors

For greater certainty, this agreement will not be construed to suggest or imply that the Board of Directors is not entitled to recommend that holders of Voting Shares reject or accept any Take-over Bid (whether or not such Take-over Bid is a Permitted Bid or a Competing Permitted Bid) or take any other action (including the commencement, prosecution, defence or settlement of any litigation) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

The rest of this page has been intentionally been left blank. The next page is the signatory page.

IN WITNESS WHEREOF , the parties have caused this agreement to be duly executed as of the date first above written.

POET TECHNOLOGIES INC.


BY:	/s/ Peter Copetti
	Name:	Peter Copetti
	Title:	Chief Executive Officer


BY:	/s/ Michel Lafrance
	Name:	Michel Lafrance
	Title:	Corporate Secretary


EQUITY FINANCIAL TRUST COMPANY


BY:	/s/ Derrice Richards
	Authorized Signatory				DERRICE RICHARDS
			SENIOR ADVISOR TRUST SERVICES


BY:	/s/ Carol Mikos
	Authorized Signatory			Carol Mikos
				Vice President Trust Services

EXHIBIT A

FORM OF RIGHTS CERTIFICATE

Certificate No.

Rights

RIGHTS CERTIFICATE

This certifies that is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of · , 2014 , as the same may be amended, restated or supplemented from time to time (the “ Rights Agreement ”) between POET Technologies Inc., a corporation existing under the laws of Ontario (the “ Corporation ”), and Equity Financial Trust Company, a trust company governed by the laws of Canada, as rights agent (the “ Rights Agent ”, which term includes any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid Common Share of the Corporation (a “ Common Share ”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise and Declaration of Ownership duly executed, and payment of the Exercise Price payable by certified cheque, banker’s draft or money order, payable to the order of the Rights Agent and submitted to the Rights Agent at its principal office in the city of Toronto or any other office of the Rights Agent designated for that purpose from time to time by the Rights Agent. The Exercise Price initially is the Exercise Price as defined in the Rights Agreement and will be subject to adjustment in certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms and conditions of the Rights Agreement which terms and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate is exercised in part, the registered holder will be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.0001 per Right, subject to adjustment in certain events.

Fractional Common Shares will not be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other shares of the Corporation which may at any time be issuable upon the exercise hereof, nor will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate have been exercised as provided in the Rights Agreement.

This Rights Certificate will not be valid or obligatory for any purpose until it will have been manually countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal.

Date:

	POET TECHNOLOGIES INC.


	BY:


	BY:

Countersigned:

	EQUITY FINANCIAL TRUST COMPANY


	BY:
		Authorized Signatory

FORM OF ELECTION TO EXERCISE

(to be attached to each Rights Certificate)

TO : POET TECHNOLOGIES INC.

The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued to:

Name

Address

City and Province

Social Insurance Number or other taxpayer identification number

If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Name

Address

City and Province

Social Insurance Number or other taxpayer identification number

Dated:
			Signature

Signature Guaranteed:

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

Signature must be guaranteed by a Canadian Schedule I chartered bank, a member firm of a recognized stock exchange in Canada, a member of the Investment Industry Regulatory Organization of Canada, a member of the Securities Transfer Agents Medallion Program (STAMP).

(To be completed if true)

The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement).


	Signature

FORM OF ASSIGNMENT

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

(please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein.

Dated:

Signature Guaranteed:
			Signature

			(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

(To be completed if true)


	Signature

NOTICE

If the certification set forth above in the Form of Election to Exercise or the Form of Assignment is not completed, the Corporation reserves the right to treat the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and accordingly such Rights will be null and void.

Exhibit 4.11

POET Technologies, Incorporated

SUBJECT: Agreement for Provision of LABORATORY & RELATED

Consulting Services to POET Technologies.

PARTIES: POET Technologies, Inc.

PO Box 555

Storrs-Mansfield, CT

06268 USA

And

Dr. Geoff Taylor

University of Connecticut

Dept. of ESE, M/S U-157

260 Glenbrook Road

Storrs, CT 06269-3157

1. This Agreement establishes the conditions under which Dr. Taylor will furnish consulting services to POET Technologies, Inc. and its subsidiaries and affiliates, including, without limitation, ODIS Inc.

2. The scope of work shall be in accordance with the direction and guidance as specified by Mr. Peter Copetti, CEO of POET Technologies, Inc.

3. The Consultant will provide POET with technical and analytic support on the development of integrated circuit technology platform and its initial products. This work covers the period from January 1, 2015 through December 31, 2015.

4. The Consultant will be compensated for services at the rate of $14,437.50K per month for up to but not to exceed $173,250.00 per year. Consultant’s effort shall be expended in a manner that is proportionate and appropriate to achieving continued success in applying for and securing U.S. Patents (I.P.) and working prototypes of the single integrated telecommunications circuit containing integrated HFETs, thyristor lasers and thyristor detectors, sensors and fully functioning OE integrated circuits. Consultant will allow sufficient hours and dollars to produce documentation of the technology procedures and circuit designs. Compensation shall not be subject to withholding of taxes; and, therefore, it is the responsibility of the Consultant to render any taxes due any Government body. POET will provide Consultant with a Form 1099, as required by law, each year for his tax filing purposes.

5. The Consultant will be reimbursed for travel and other related expenses associated with specific assignments or requirements at POET Technologies customer-sponsored meetings.

6. The Consultant will submit, on a monthly basis, invoices for compensation. These invoices will specify the dates covered by the invoice and the details of any expenses associated with the consulting activity as well as a short summary of the work accomplished. Invoices will be submitted to Mr. Blaine Grisel; POET Technologies, Inc.; PO Box 555, 22 Quail Run Road, Storrs-Mansfield, Ct., 06268

7. In performing the required services under this Agreement, it is the Consultant’s responsibility to avoid (1) any actual or apparent conflict between the Consultant’s duties or obligations to other parties, including the Federal Government, and such duties and obligations assumed under this Agreement and (2) disclosure of information which would violate or appear to violate such duties and obligations to third parties. It is agreed that if Consultant finds that a conflict develops because of a relationship between Consultant and any third party, the Consultant shall immediately notify POET Technologies, who shall have the right, at its sole discretion, to terminate this Agreement immediately. Upon exercise of such right of termination, POET’s only obligation to Consultant shall be to reimburse for services rendered to date of termination.

8. Consultant warrants that the services of the Consultant will not violate or in any way infringe upon the rights of third parties, including property, contractual, employment, non-competition, trade secrets, proprietary information and non disclosure rights, or any trademark, copyright or patent rights. Consultant agrees to indemnify POET Technologies against any claims should Consultant violate any of the above in the course of this Agreement.

9. Consultant warrants that the services of the Consultant shall comply with all applicable Federal and State laws and regulations, procedures and directives in performing his responsibilities under this Agreement.

10. No modification of this Agreement shall be effective unless in writing and signed by both parties.

11. Consultant has executed and confirms the continuing effectiveness of the Assignment of Inventions, Non-Disclosure and Non-Solicitation Agreement (the “NDA”) between Poet Technologies Inc. and Consultant.

12. This Agreement and the NDA constitute the entire Agreement between Consultant and POET Technologies. Should any of the terms or conditions of this Agreement be determined unenforceable, the remainder of the Agreement shall remain valid and binding of the parties.

SIGNATURE PAGE:


AGREED:


/s/ Peter Copetti
Peter Copetti for POET Technologies, Inc.


Date:	January 2, 2015


/s/ Geoff Taylor
Consultant


Date:	Jan 2, 2015

Exhibit 4.13

POET TECHNOLOGIES INC. (the “Corporation”)

(formerly “OPEL Technologies Inc.”)

2014 STOCK OPTION PLAN (the “Plan”)

1. Purpose of the Plan

The purpose of the Plan is to assist the Corporation in attracting, retaining and motivating Directors, Employees and Consultants of the Corporation and which terms are hereinafter collectively referred to as (“Directors, Employees and Consultants”) and any of its subsidiaries and to closely align the personal interests of such Directors, Employees and Consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares in the capital of the Corporation. Capitalized terms used in this Plan that are not otherwise defined have the meanings ascribed to them in TSX Venture Exchange Policy 4.4 — Incentive Stock Options (“Policy 4.4”) or TSX Venture Exchange Policy 1.1 - Interpretation.

2. Implementation

The Plan and the grant and exercise of any options under the Plan are subject to compliance with the applicable requirements of each stock exchange (“Exchanges”) on which the shares of the Corporation are listed at the time of the grant of any options under the Plan and of any governmental authority or regulatory body to which the Corporation is subject.

Upon approval by the Shareholders of the Corporation, the Plan will replace and supersede the previous Plan known as the “2013 Stock Option Plan” which was approved by Shareholders on June 21st, 2013. Notwithstanding that at some future date, the shares of the Corporation are no longer listed on the TSX Venture Exchange, the Plan will remain in effect until amended or discontinued in accordance with section 7, provided that it is in compliance with all applicable corporate and securities laws, rules and regulations.

3. Administration

The Plan shall be administered by the Board of Directors of the Corporation which shall, without limitation, subject to the approval of the Exchanges, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Board of Directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it hereunder to such committee of directors of the Corporation as the Board of Directors may designate and upon such delegation such committee of directors, as well as the Board of Directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. When used hereafter in the Plan, “Board of Directors” shall be deemed to include a committee of directors acting on behalf of the Board of Directors.

4. Shares Issuable Under the Plan

Subject to the requirements of the TSX Venture Exchange:

(a) the aggregate number of shares (“Optioned Shares”) that may be issuable pursuant to options granted under the Plan will not exceed 31,925,000 (being an increase of 5,450,000 since last shareholders’ approval and hereinafter referred to as the “Fixed Number”;

(b) this Plan, in order to be implemented, requires the approval of the majority of the shareholders of the Corporation;

(c) unless this Plan is approved by the majority of the disinterested shareholders of the Corporation (the “Disinterested Approval”),

(i) the aggregate number of shares reserved for issuance under stock options granted to Insiders of the Corporation (as a group), at any point in time, under this Plan and all outstanding stock option plans or grants of options may not exceed 10% of the issued shares of the Corporation;

(ii) no options exceeding an aggregate of 10% of the issued shares of the Corporation, calculated at the date an option is granted to an Insider, may be granted to Insiders (as a Group) within a 12 month period under this Plan and all outstanding stock option plans or grants of options.;

(iii) no options exceeding an aggregate of 5% of the issued shares of the Corporation, calculated on the date an option is granted to the Person, may be granted to any one Person (and, where permitted under Policy 4.4, any Companies wholly owned by that Person) within a 12 month period under this Plan and all outstanding stock option plans or grants of options;

upon the Corporation obtaining the requisite Disinterested Approval, the provisions set out in this subsection 4 (c) shall no longer apply;

(d) no options exceeding an aggregate of 2% of the issued shares of the Corporation, calculated at the date an option is granted to the Consultant, may be granted to any one Consultant in a 12 month period;

(e) no options exceeding an aggregate of 2% of the issued shares of the Corporation, calculated at the date an option is granted to any such Person, may be granted to all Persons retained to provide Investor Relations Activities in any 12 month period. Persons retained to provide Investor Relations Activities shall include any Consultant that performs Investor Relations Activities and any Employee or Director whose role and duties primarily consist of Investor Relations Activities.

(f) Policy 4.4 requires that the Board of Directors, through the establishment of appropriate procedures, monitor the trading in the securities of the Issuer by all Optionees performing Investor Relations Activities. These procedures may include, for example, the establishment of a designated brokerage account through which the Optionee conducts all trades in the securities of the Issuer or a requirement for such Optionees to file insider trade reports with the Board.

5. Eligibility

(a) General

Options may be granted under the Plan to Directors, Employees, Consultants, and Consultant Companies of the Corporation and any of its subsidiaries (collectively the “Optionees” and individually an “Optionee”). Subject to the provisions of the Plan, the total number of Optioned Shares to be made available under the Plan and to each Optionee, the time or times and price or prices at which options shall be granted, the time or times at which such options are exercisable, and any conditions or restrictions on the exercise of options, shall be in the full and final discretion of the Board of Directors.

(b) Consultant Company and other Companies

Provided that a Form 4F (Certification and Undertaking Required from a Company Granted an Incentive Stock Option) duly completed and signed by the Optionee in the form attached hereto as Schedule “B” or such other form as may be amended by the TSX Venture Exchange from time to time, options may also be granted under the Plan to:

(i) Except in relation to a Consultant Company, a company which is providing consulting services to the Corporation and is wholly owned by individuals eligible for an option grant.

Options may also be granted to individuals (hereinafter referred to as “Management Company Employees” ) employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation, except for services involving Investor Relations Activities.

(d) Options Granted to Employees, Consultants or Management Company Employees

The Corporation and the Optionee are responsible for ensuring and confirming that, in the event it wishes to grant options under the Plan to Employees, Consultants, Consultant Companies or Management Company Employees, it will only grant such options to Optionees who are bona fide Employees, Consultants, Consultant Companies or Management Company Employees, as the case may be.

6. Terms and Conditions

All options under the Plan shall be granted upon and subject to the terms and conditions hereinafter set forth.

(a) Exercise price

The exercise price to each Optionee for each Optioned Share shall be determined by the Board of Directors, but shall be:

(i) not less than the last closing price of the Corporation’s common shares as traded on the TSX Venture Exchange before the date of the stock option grant, unless the price determined by the Board of Directors is discounted, in which case shall not be less than the Discounted Market Price of the Corporation’s common shares as traded on the TSX Venture Exchange, or

(ii) such other price as may be agreed to by the Corporation and accepted by the TSX Venture Exchange,

provided that the exercise price for each Optioned Share in respect of options granted within 90 days of a Distribution by a Prospectus shall not be less than the greater of the Discounted Market Price and the price per share paid by public investors for listed shares of the Corporation under the Distribution.

(b) Reduction in the Exercise Price of Options Granted to Insiders

In the event the Corporation wishes to reduce the exercise price of any options held by Insiders of the Corporation at the time of the proposed reduction, the approval of the disinterested Shareholders of the Corporation will be required prior to the exercise of any such options at the reduced exercise price.

All options shall be granted under the Plan by means of an agreement (the “Option Agreement”) between the Corporation and each Optionee in the form attached hereto as Schedule “A” or such other form as may be approved by the Board of Directors, such approval to be conclusively evidenced by the execution of the Option Agreement by any one director or officer of the Corporation, or otherwise as determined by the Board of Directors.

(d) Length of Grant

Subject to sections 6 (k), 6 (m), 6 (n), 6 (o), 6 (p) and 6 (s), all options granted under the Plan shall be for a term determined by the Board of Directors, provided that no options shall expire later than that date which is 10 years from the date such options were granted.

(e) Non-Assignability of Options

All options granted under the Plan are non-transferable and non-assignable (whether absolutely or by way of mortgage, pledge or other charge) by an Optionee other than by will or other testamentary instrument or the laws of succession (subject to section 6 (p) hereof) and may be exercisable during the lifetime of the Optionee only by such Optionee.

(f) Vesting Schedules

The following vesting schedules will apply to incentive stock options granted under the Plan. Each Optionee who is granted options under the Plan will become vested with the right to exercise one-quarter (1/4) of the options on the date of the grant of the options and a further one-quarter (1/4) upon the conclusion of every six months subsequent to the date of the grant of the options, such that that Optionee will be vested with the right to exercise one hundred percent (100%) of his options upon the conclusion of 18 months from the date of the grant of the options. The Board of Directors may, at the time of grant, apply a different vesting schedule for any or all options granted, including such schedule whereby the options will vest immediately, provided that options granted to Persons retained to provide “Investor Relations Activities” must vest in stages over a period of not less than 12 months with no more than one-quarter (1/4) of the options vesting in any three month period.

(g) Right to Postpone Exercise

Each Optionee, upon becoming entitled to exercise the option in respect of any Optioned Shares in accordance with the Option Agreement, shall thereafter be entitled to exercise the option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement or the option rights granted thereunder in accordance with such agreement.

(h) Exercise and Payment

Any option granted under the Plan may be exercised by an Optionee or, if applicable, the legal representatives of an Optionee, giving notice to the Corporation specifying the number of shares in respect of which such option is being exercised, accompanied by payment (by bank draft or certified cheque/check payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of shares specified in the notice. Upon any such exercise of an option by an Optionee the Corporation shall cause the transfer agent and registrar of shares of the Corporation to promptly deliver to such Optionee or the legal representatives of such Optionee, as the case may be, a share certificate in the name of such Optionee or the legal representatives of such Optionee, as the case may be, representing the number of shares specified in the notice. If the Corporation has engaged an administrator to administer the Plan, such as an Internet-based administration platform, which also includes the availability of a broker-assisted exercise process, the Optionee agrees to follow the procedures established by the Corporation or such administrator with respect to the exercise of options.

(i) Rights of Optionees

The Optionees shall have no rights whatsoever as shareholders in respect of any of the Optioned Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering) other than Optioned Shares in respect of which Optionees have exercised their option to purchase and which have been issued by the Corporation.

(j) Effect of a Take-Over Bid

If a bona fide offer (an “Offer”) for Shares is made to the Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchanges) all Option Shares subject to such Option will become fully vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or

(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof;

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become vested pursuant to section 6 (f) shall be reinstated. If any Option Shares are returned to the Corporation under this section 6 (g), the Corporation shall immediately refund the exercise price to the Optionee for such Option Shares.

(k) Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, fully vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days’ and not more than 30 calendar days’ notice is required.

(l) Effect of a Change of Control

If a Change of Control occurs, all Option Shares subject to each outstanding Option will become fully vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges if necessary.

(m) Alterations in Shares

In the event of a stock dividend, subdivision, redivision, consolidation, share reclassification (other than pursuant to the Plan), amalgamation, merger, corporate arrangement, reorganization, liquidation or the like, of or by the Corporation, the Board of Directors may make such adjustment, if any, of the number of Optioned Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation for those in another corporation is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Optionees and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this section 6 (m) shall be full and final.

(n) Termination for Cause

If an Optionee ceases to be either a Director, Employee, Consultant or Management Company Employee of the Corporation or of any of its subsidiaries as a result of having been dismissed from any such position for cause, all unexercised option rights of that Optionee under the Plan shall immediately become terminated and shall lapse, notwithstanding the original term of the option granted to such Optionee under the Plan.

(o) Termination Other Than For Cause

(i) If an Optionee ceases to be either an Employee, Consultant or Management Company Employee of the Corporation or any of its subsidiaries for any reason other than as a result of having been dismissed for cause as provided in section 6 (n) or as a result of the Optionee’s death, such Optionee shall have the right for a period of 90 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to be either a Director, Employee, Consultant or Management Company Employee to exercise the option under the Plan with respect to all Optioned Shares of such Optionee to the extent they were exercisable on the date of ceasing

to be either an Employee, Consultant or Management Company Employee. Upon the expiration of such 90 day period all unexercised option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Optionee under the Plan.

(ii) If an Optionee ceases to be either a Director or Officer of the Corporation or any of its subsidiaries for any reason other than as a result of having been dismissed for cause as provided in section 6 (n) or as a result of the Optionee’s death, such Optionee shall have the right for a period of 180 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to be either a Director or Officer to exercise the option under the Plan with respect to all Optioned Shares of such Optionee to the extent they were exercisable on the date of ceasing to be either a Director or Officer. Upon the expiration of such 180 day period all unexercised option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Optionee under the Plan.

(iii) If an Optionee engaged in providing Investor Relations Activities to the Corporation ceases to be employed in providing such Investor Relations Activities, such Optionee shall have the right for a period of 30 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to provide such Investor Relations Activities to exercise the option under the Plan with respect to all Optioned Shares of such Optionee to the extent there were exercisable on the date of ceasing to provide such Investor Relations Activities. Upon the expiration of such 30-day period all unexercised option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Optionee under the Plan.

(p) Deceased Optionee

In the event of the death of any Optionee, the legal representatives of the deceased Optionee shall have the right for a period of one year (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of death of the deceased Optionee to exercise the deceased Optionee’s option with respect to all of the Optioned Shares of the deceased Optionee to the extent they were exercisable on the date of death. Upon the expiration of such period all unexercised option rights of the deceased Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the deceased Optionee under the Plan.

(q) Hold Period

In addition to any resale restrictions under securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an Issuer, and any other circumstances for which the Exchange Hold Period may apply, where the exercise price of the stock option is at a discount to the Market Price, all stock options and any Option Shares issued under stock options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the stock options were granted.

(r) Cancelled or Expired Options

Options that have been cancelled or that have expired without being exercised continue to be issuable under the plan under which they were approved.

(s) Extension of Options during Blackout Period.

Stock options governed by this plan that have an expiry date which falls within a period (a “blackout period”) during which the Corporation prohibits Optionees from exercising their stock options are automatically extended as set out below. The following requirements are applicable to any such automatic extension provision:

(i) The blackout period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Corporation formally imposing a blackout period, the expiry date of any options will not be automatically extended in any circumstances.

(ii) The blackout period must expire upon the general disclosure of the undisclosed Material Information. The expiry date of the affected stock options can be extended to no later than ten (10) business days after the expiry of the blackout period.

(iii) The automatic extension of an Optionee’s options will not be permitted where the Optionee or the Issuer is subject to a cease trade order (or similar order under Securities Laws) in respect of the Issuer’s securities.

7. Amendment and Discontinuance of Plan

Subject to the acceptance of the Exchanges, the Board of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time, provided that no such action may in any manner adversely affect the rights under any options earlier granted to an Optionee under the Plan without the consent of that Optionee.

8. No Further Rights

Nothing contained in the Plan nor in any option granted hereunder shall give any Optionee or any other person any interest or title in or to any shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any option, nor shall it confer upon the Optionees any right to continue as a Director, Employee or Consultant of the Corporation or of any of its subsidiaries.

9. Compliance with Laws

The obligations of the Corporation to sell shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Optionees as the Corporation deems necessary or advisable with all applicable corporate and securities laws, rules and regulations.

Approved by the Directors on July 3rd, 2014

Approved by the Disinterested Shareholders on August 12th, 2014

SCHEDULE “A”

POET TECHNOLOGIES INC.

STOCK OPTION PLAN - OPTION AGREEMENT

This Option Agreement dated · (the “Grant Date”) is entered into between POET TECHNOLOGIES INC. (“the Corporation”) and · (the “Optionee”) pursuant to the Corporation’s Stock Option Plan (the “Plan”). A copy of the current version of the Plan is available for download from SEDAR (www.sedar.com) or from the Company’s website (http://www.poettechnologies.com/documents/Stock-Option-Plan.pdf.

The parties agree and confirm that: (i) the Optionee was granted · options (the “Options”), each option entitling the optionee to purchase one common share (an “Option Share” or collectively the “Optioned Shares”) of the Corporation for the price of · per share (the “Exercise Price”); (ii) the Options will vest according to the vesting schedule set forth below, and only the vested Options are exercisable; (iii) unless exercised or cancelled earlier, the Options expire and this agreement will terminate on · (the “Expiry Date”); (iv) the Options are subject to the conditions set out in the Plan and subject to there being no objection by the TSX Venture Exchange to the grant of the Option to the Optionee.

[INSERT VEST SCHEDULE TABLE]

For greater certainty, the Options continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

By signing this Option Agreement, the Optionee acknowledges that the Optionee (i) is either a bona fide Director, Officer, Employee, Consultant, or Management Company Employee of the Corporation (as defined in Policy 4.4 of the TSX Venture Exchange), (ii) has read and understands the Plan, and (iii) agrees to the terms and conditions of the Plan and this Option Agreement.

The Optionee hereby agrees to comply with all applicable Canadian securities laws, all applicable securities laws of the Subscriber’s jurisdiction of residence and all applicable Rules, Regulations and Policies of the TSX Venture Exchange for the exercise of Options and the sale of the Optioned Shares. Any sale of shares issuable under this Option Agreement prior to the effective date of the exercise is considered a short sale under applicable securities laws.

The Corporation has engaged Solium Capital Inc. (“Solium”) to administer the Plan using an Internet-based administration platform, which also includes the availability of a broker-assisted exercise process. The Optionee can exercise his Option by executing an “Exercise and Hold” or “Exercise and Sell” transaction by accessing Solium’s website or by telephone. For Exercise and Hold transactions, the aggregate Exercise Price along with the applicable withholding income taxes (“Taxes”) will need to be sent to the Secretary of the Corporation before the Optioned Shares can be issued and sent to the Optionee. For Exercise and Sell transactions, the aggregate Exercise Price along with the applicable Taxes will be paid to Corporation by Solium from the proceeds of the sale of the Optioned Shares.

Upon any exercise of Options pursuant to an Exercise and Sell transaction, if the Optionee is a person residing in the United States at the time of exercising his Option, the Optionee covenants, agrees and certifies that as at the date of such exercise,

· he is not an affiliate of the Corporation, as that term is defined in the U.S Securities Act of 1933, (or if he is, he is an affiliate of the Corporation only by virtue of being an officer or director of the Corporation),

· he has not offered, and has not instructed any person to offer, the Optioned Shares to a person in the United States;

· the sale of his Optioned Shares should only be executed in, on or through the facilities of The TSX Venture Exchange and neither he nor any person acting on his behalf know that a sale has been prearranged with a buyer in the United States,

· neither he nor any affiliate of his nor any person acting on his behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such Optioned Shares,

· the sale will be bona fide and not for the purpose of “washing off” any resale restrictions imposed,

· he does not intend to replace the shares sold with fungible unrestricted securities; and

· his sale or contemplated sale is not a transaction, or part of a series of transactions which is part of a plan or scheme to evade the registration provisions of the 1933 Act.

Executed by the Corporation as of · .

	POET TECHNOLOGIES INC.

Acceptance	Per:
		Authorized Signatory

OPTIONEE (Employee Number)

Dated:

Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this agreement and any securities issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until four months and one day after the Grant Date. {IF APPLICABLE ONLY}

SCHEDULE “B”

FORM 4F

CERTIFICATION AND UNDERTAKING REQUIRED FROM A

COMPANY GRANTED AN INCENTIVE STOCK OPTION

Re: (the “Issuer”)

Trading Symbol:

(the “Option Holder”) certifies that all securities of the Option Holder are owned by , a Person eligible to be granted an incentive stock option, and undertakes, for the duration of the time that the Option Holder is the holder of an incentive stock option in the securities of the Issuer, that it will not:

1. effect or permit any transfer of ownership or option of securities of the Option Holder; or

2. allot and issue further securities of any class of shares of the Option Holder to any other individual or entity.

Acknowledgement - Personal Information

“Personal Information” means any information about an identifiable individual, and includes the information contained in the first paragraph of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6A) pursuant to this Form; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A or as otherwise identified by the Exchange, from time to time.

Dated

[Name of Option Holder]


Authorized signatory

Exhibit 11.1

POET TECHNOLOGIES INC.

(the “Corporation”)

CODE OF BUSINESS CONDUCT AND ETHICS

The Corporation (including its subsidiary or subsidiaries) is committed to a culture of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable laws, rules and regulations. This Code of Business Conduct and Ethics (this “Code”) outlines the principles that should guide all directors, officers and employees of the Corporation in the performance of their duties. For the purpose of this Code, any reference to “employees” includes any director, officer or employee of the Corporation.

Employees of the Corporation must not only comply with applicable laws, rules and regulations but also must engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the business of the Corporation. The responsibilities of each employee include helping to create and maintain a culture of high ethical standards and commitment to compliance and, in the case of directors and officers, maintaining a work environment that encourages employees to raise concerns with management and promptly addressing employee compliance concerns.

Failure to comply with the Code, other policies and procedures of the Corporation or applicable laws, rules and regulations may be grounds for disciplinary action up to and including termination of employment, may require restitution and may lead to civil or criminal action against individual employees and any company involved.

This Code is not meant to be a complete list of all legal and ethical obligations of the employees of the Corporation. The Corporation provides this Code to its employees to offer guidance in properly recognizing and resolving the legal and ethical issues that they may encounter while conducting the business of the Corporation. Should an employee be confronted with a situation where further guidance is required, the matter should be discussed with a member of management or the audit committee (the “Audit Committee”) of the directors of the Corporation.

Employees are expected to report situations of non-compliance with respect to this Code to the Corporation in accordance with the procedures set out in the Corporation’s Whistleblower Policy. No employee will be subject to retaliation by the Corporation for reporting, in good faith, a violation of this Code.

It is the responsibility of each employee to become familiar with the principles set out in this Code and to integrate them into every aspect of the business of the Corporation. All senior management employees will be required to personally certify that they understand the continuing obligation to comply with this Code.

1. Conflicts of Interest

Employees have a duty of loyalty to the Corporation and are therefore expected to always act in the best interests of the Corporation. A conflict arises when the personal interests or activities of an employee influence or have the potential to influence the exercise of his or her judgment in the performance of his or her duties. Conflicts of interest and even the appearance of a conflict of interest may compromise the reputation of the Corporation and must be avoided.

The Corporation respects its employees’ right to privacy in their personal activities and financial affairs. It is the responsibility of each employee to ensure that his or her personal conduct complies with the following principles, which are not intended to address every potential conflict situation.

(a) Employment or Affiliation with a Competitor, Supplier or Customer : Full-time employees may not act as directors, officers, employees, consultants or agents of entities that compete directly with the business of the Corporation or do business with the Corporation (such as customers, suppliers or business partners of the Corporation) without the approval of the Corporate Governance and Nominating Committee. In addition, employees may not own, directly or indirectly, a beneficial interest in any of these entities unless an employee is making an investment in securities that are listed on a national or international securities exchange and the total value of the investment is less than five per cent of the aggregate value of the class of securities involved and the amount of the investment is not so significant that it could affect the employee’s business judgement on behalf of the Corporation.

(b) Independent Business Ventures : Employees may not engage in independent business ventures or agree to perform services for other businesses if the activity will interfere with the employee’s devotion of time and effort to the conduct of the business of the Corporation or otherwise affect his or her ability to work effectively.

(c) Personal Benefits, Gifts, Bribes and Kickbacks : Employees may not use their position as an employee of the Corporation to derive or secure any personal, financial or other benefit for themselves or their relatives. An employee may not solicit and/or accept any gift or favour from any competitor, supplier or customer except to the extent customary and reasonable in amount and not in consideration for any improper action by the recipient. The offering or accepting of bribes, payoffs or kickbacks made directly or indirectly to obtain an advantage in a commercial transaction are strictly prohibited.

(d) Reporting Conflict : Each employee is required to promptly disclose any actual or potential conflict of interest to the Corporation. Any transaction, relationship or interest that reasonably could be expected to give rise to a conflict of interest should be reported. Actual or potential conflicts of interest involving a director or executive officer should be disclosed directly to the Chairman of the Board.

Although the principles above refer only to employees of the Corporation, employees should also exercise care to avoid actual or potential conflicts of interest that may arise because of the activities of their immediate family members and other members of their household.

2. Protection and Proper Use of Corporate Assets

All employees of the Corporation are expected to protect the assets of the Corporation and ensure they are used for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the business and profitability of the Corporation. Any suspected incidents of fraud or theft should be immediately reported for investigation.

The assets of the Corporation include information, equipment, office supplies, hardware, software, intellectual property and time. Such assets may not be used for personal benefit, nor may they be sold, borrowed or given away without proper authorization. Occasional personal use of certain corporate resources (e.g. computer, fax or e-mail) is acceptable where the interests of the Corporation are not adversely affected. However, employees are expected to consult a member of management for approval if in doubt.

3. Use of E-mail and Internet Services

E-mail systems and Internet services are provided to help employees perform their duties and responsibilities related to the Corporation. Incidental and occasional personal use is permitted, but use for personal gain or any improper purpose is not permitted. Employees may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages,

cartoons, jokes, unwelcome propositions, ethnic or racial slurs or any other message that could be viewed as harassment. “Flooding” the systems of the Corporation with junk mail and trivia hampers the ability of the systems to handle legitimate corporate business and is prohibited.

Employees’ messages (including voice mail) and computer information are considered corporate property. Unless prohibited by law, the Corporation reserves the right to access and disclose this information as necessary for business purposes. Employees should use good judgment, and should not access, send messages or store any information that he or she would not want to be seen or heard by other individuals.

4. Disclosure

It is the policy of the Corporation to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws, rules and regulations in all reports and documents that the Corporation files with, or submits to, securities regulators and in all other public communications made by the Corporation. The management of the Corporation has the general responsibility for preparing such filings and such other communications and should ensure that such filings and communications comply with all applicable laws, rules and regulations. Employees must provide all necessary information to management when requested and must inform management if they become aware that any information in any such filing or communication was untrue or misleading at the time such filing or communication was made or if they have information that would affect any filings or communications to be made in the future.

5. Corporate Opportunities

Employees owe a duty to the Corporation to advance its legitimate interests when an opportunity to do so arises. In this regard, employees may not appropriate for their own use, or that of another person or organization, the benefit of any business venture or opportunity which they learned about during the course of their employment, unless it is first offered to the Corporation and the Corporation decides not to pursue it.

6. Confidentiality of Corporate Information

During the normal course of business, employees may have access to, among other things, non-public information regarding the customers of the Corporation, suppliers, operations, strategic plans, financial affairs, employees and trade secrets. This information is a key corporate asset and every employee has an obligation to protect it and keep it in the strictest confidence, except when disclosure is explicitly authorized pursuant to the disclosure policy of the Corporation or when disclosure is legally required. The unauthorized use or disclosure of confidential information of the Corporation could destroy its value and give an unfair advantage to others. Care should be taken in disposing of documents containing confidential information, such as shredding documents, before discarding. Confidential information also includes any information relating to the business and affairs of the Corporation that results in or would reasonably be expected to result in a significant change in the market price or value of any securities of the Corporation or any information a reasonable investor would consider important in making an investment decision. Employees must not use confidential information for their own advantage or profit.

An employee’s obligation to protect the confidential information of the Corporation exists whether or not the information is explicitly labelled as being confidential and the obligation continues even after leaving the employ of the Corporation.

7. Fair Dealing

The Corporation competes vigorously in its business dealings but is committed to practices that are fair and honest. In this regard, employees are expected to respect the rights of, and deal fairly with, the employees, customers, suppliers, shareholders, business partners, regulators and competitors of the Corporation. No employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.

8. Compliance with Laws, Rules and Regulations

The Corporation is subject to a number of laws, rules and regulations with respect to the conduct of its business. Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform their duties. This Code does not purport to address all areas of law that employees might encounter in the day-to-day business of the Corporation. The following areas, however, should be specifically noted:

(a) Human Rights Laws : The Corporation values the diversity of its employees, customers and suppliers and is committed to providing equal treatment in all aspects of the business. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical, visual or otherwise. The Corporation will not tolerate any conduct that is discriminatory or harassing or otherwise compromises an individual’s human rights.

(b) Privacy Laws : The Corporation is committed to maintaining the accuracy, confidentiality, security and privacy of the personal information of its customers, suppliers and employees. Employees who have access to personal information are expected to support the efforts of the Corporation to develop, implement and maintain procedures and policies designed to manage personal information.

(c) Health and Safety Laws : The Corporation strives to comply with all applicable health and safety laws and regulations as part of its commitment to providing employees with a safe and healthy work environment. Employees have a responsibility to maintain this work environment. In this regard, employees are expected to work in a safe manner with due regard for their personal safety as well as that of their co-workers and to report accidents, injuries, hazardous equipment and unsafe practices. Employees are prohibited from engaging in the business of the Corporation while under the influence of alcohol or illegal drugs.

(d) Environmental Laws : Cognizant of its responsibility to the environment, the Corporation strives to comply with all applicable environmental laws and regulations. Employees are expected to support the efforts of the Corporation to develop, implement and maintain procedures and programs designed to protect and preserve the environment.

(e) Securities Laws : The Corporation is committed to protecting securityholder investments and expects all employees to comply with the applicable reporting obligations and trading restrictions imposed by the Corporation, any securities commission or stock exchange. Employees who are in possession of material information about the Corporation must not trade in securities of the Corporation until such information is generally publicly available. Providing inside information to others who then trade on such information is also strictly prohibited. Employees should make themselves familiar with the Trading Policy and Disclosure Policy of the Corporation.

(f) Competition Laws : Competition laws are enacted to limit practices that are seen to impair the function of a free and open marketplace. A complete description of these laws is beyond the scope of this Code, however, they include price fixing, bid rigging, price discrimination, allocation of markets and boycotting of certain suppliers or customers. Employees having regular dealings with customers and suppliers should become familiar with the laws applying to these practices as non-compliance can result in severe penalties being imposed on both the Corporation and the individuals involved.

9. Duty to Report

Employees who know of, or suspect, a violation of this Code or of any applicable law, rule or regulation have an obligation to immediately report this information to a member of management or the Audit

Committee. No one will be subject to retaliation because of a good faith report of suspected misconduct. All reported violations will be promptly investigated and treated confidentially to the extent possible. Employees are expected to cooperate fully in internal investigations of misconduct.

10. Administration of this Code

The directors of the Corporation are responsible for monitoring compliance with this Code, for regularly assessing its adequacy, for interpreting this Code in any particular situation and for approving any changes to this Code from time to time.

In order to seek a waiver of this Code, full disclosure of the particular circumstance must be made to the Chief Financial Officer, in the case of employees who are not directors or officers of the Corporation, or the Audit Committee, in the case of directors and officers of the Corporation. Amendments to and waivers of this Code will be publicly disclosed as required by applicable laws, rules and regulations.

This Code is a statement of certain fundamental principles, policies and procedures that govern the directors, officers and employees of the Corporation in the conduct of the business of the Corporation. It is not intended to, and does not, create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.

Approved by the Directors on December 14, 2007.

Exhibit 12.1

CERTIFICATIONS

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Copetti, certify that:

1. I have reviewed this annual report on Form 20-F of POET Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2015

	/s/ Peter Copetti
	Peter Copetti
	Interim Chief Executive Officer and
	Co-Executive Chairman

Exhibit 12.2

CERTIFICATIONS

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Barnes, certify that:

1. I have reviewed this annual report on Form 20-F of POET Technologies Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2015

	/s/ Kevin Barnes
	Kevin Barnes
	Chief Financial Officer
	(principal financial officer)

Exhibit 13.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Interim Chief Executive Officer and Co-Executive Chairman of POET Technologies Inc. (the “Company”), does hereby certify that to his knowledge:

1)		the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods covered by the Report.

	/s/ Peter Copetti
	Peter Copetti
	Interim Chief Executive Officer and Co-Executive Chairman
Dated: April 13, 2015

Exhibit 13.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of POET Technologies Inc. (the “Company”), does hereby certify that to his knowledge:

1)		the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods covered by the Report.

	/s/ Kevin Barnes
	Kevin Barnes
	Chief Financial Officer
	(principal financial officer)
Dated: April 13, 2015