Common use of Form of Warrants Clause in Contracts

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Global Certificate”) in the form of this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Global Certificate”) in the form of Annex C to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC or as otherwise directed by DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants and the Pre-funded Warrants shall each be registered securities in book entry form and shall be evidenced by a global certificate warrant (each, a “Global CertificateWarrant”) in the form forms of Exhibit A and Exhibit B to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Global Warrants are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants or the Pre-funded Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants or the Pre-funded Warrants are not eligible for, or it is no longer necessary to have the Warrants such instruments available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the applicable Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing Warrants or the form of Annex A evidencing Pre-funded Warrants (“Definitive Certificates” and, together with the Global CertificateWarrants, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates evidencing Warrants substantially in the form of Annex Exhibit A evidencing Warrants (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In For the avoidance of doubt, in the event Definitive Certificates are delivered that the DTC ceases to make its book-entry settlement system available for the holdersWarrants, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In The Non-tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the event Definitive Certificates are delivered to the holdersTradeable Global Certificate, the transfer“Global Certificates”) in the form of Annex B to this Warrant Agreement, exchange or exercise which shall be deposited on behalf of the Warrants shall be conducted in accordance Company with the customary procedures of the Warrant Agent. The Company shall use If the Warrant Agent subsequently ceases to make its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC settlement system available for the term of Non-tradeable Warrants, the WarrantsCompany may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Non-tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non-tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”).

Form of Warrants. The Non-Listed Warrants shall will be registered securities in book entry form and shall will be evidenced by a global certificate (“Non-Listed Global Certificate”) and the Pre-Funded Warrants will be registered securities and will be evidenced by a global certificate (the “Pre-Funded Global Certificate” and together with the Non-Listed Global Certificate, the “Global Certificates”) in the form of Exhibit A and Exhibit B, respectively, to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) DTC and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the respective Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Non-Listed Warrants (“Non-Listed Warrant Definitive Certificates”) and the Pre-Funded Warrants (“Pre-Funded Warrant Definitive Certificates” and, together with the Non-Listed Warrant Definitive Certificates, the “Definitive Certificates” and together with the Global CertificateCertificates, the “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Global Certificate”) in the form of this Annex A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holdersHolders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In The Non-tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the event Definitive Certificates are delivered to the holdersTradeable Global Certificate, the transfer“Global Certificates”) in the form of Exhibit B to this Warrant Agreement, exchange or exercise which shall be deposited on behalf of the Warrants shall be conducted in accordance Company with the customary procedures of the Warrant Agent. The Company shall use If the Warrant Agent subsequently ceases to make its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC settlement system available for the term of Non-tradeable Warrants, the WarrantsCompany may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Non-tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non-tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”) .

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. The Non-tradeable Warrants will be registered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the Tradeable Global Certificate, the “Global Certificates”) in the form of Exhibit B to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Non-Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants may be held in available in, book-entry through form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for the term cancellation of the WarrantsNon-Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing the Non-Tradeable Warrants (“Non-Tradeable Definitive Certificates”) registered as requested through the DTC system.

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In The Non-tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the event Definitive Certificates are delivered to the holdersTradeable Global Certificate, the transfer“Global Certificates”) in the form of Exhibit B to this Warrant Agreement, exchange or exercise which shall be deposited on behalf of the Warrants shall be conducted in accordance Company with the customary procedures of the Warrant Agent. The Company shall use If the Warrant Agent subsequently ceases to make its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC settlement system available for the term of Non-tradeable Warrants, the WarrantsCompany may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Non-tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non-tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”).

Form of Warrants. The Series A Warrants, the Series B Warrants and the Pre-funded Warrants shall each be registered securities in book entry form and shall be evidenced by a global certificate warrant (each, a “Global CertificateWarrant”) in the form forms of Exhibit A, Exhibit B and Exhibit C to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Global Warrants are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Series A Warrants, the Series B Warrants or the Pre-funded Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Series A Warrants, the Series B Warrants or the Pre-funded Warrants are not eligible for, or it is no longer necessary to have the Warrants such instruments available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the applicable Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in the form of Annex evidencing Series A evidencing Warrants, Series B Warrants or Pre-funded Warrants (“Definitive Certificates” and, together with the Global CertificateWarrants, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Nonprefunded Warrants shall be registered securities in book entry form and securities. The Warrants shall be evidenced by a global certificate form of prefunded warrant (“Global CertificatePrefunded Warrant”) and a form of nonprefunded warrant (“Global Nonprefunded Warrant”, together with the Global Prefunded Warrant, the “Global Warrants”) in the form forms of Exhibit A-1 and Exhibit A-2 to this Annex A to the Warrant Agreement, respectively, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Prefunded Warrant and Nonprefunded Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificatePrefunded Warrant and Nonprefunded Warrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Warrants Global Nonprefunded Warrant (“Definitive Nonprefunded Warrant”) and the Global Prefunded Warrant (“Definitive Prefunded Warrant”) attached hereto as Exhibit B-1 and Exhibit B-2, respectively (“Definitive Certificates” and, together with the Global CertificatePrefunded Warrant and Global Nonprefunded Warrant, “Warrant Certificates”) ), registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. The Non- tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the Tradeable Global Certificate, the “Global Certificates”) in the form of Exhibit B to this Warrant Agreement, which shall be deposited on behalf of the Company with the Warrant Agent and registered in the name of Cede & Co.,a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Non-tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants may be held in available in, book-entry through form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for the term cancellation of the WarrantsNon- tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non- tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”).

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In The Non-tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non- tradeable Global Certificate”; together with the event Definitive Certificates are delivered to the holdersTradeable Global Certificate, the transfer“Global Certificates”) in the form of Exhibit B to this Warrant Agreement, exchange or exercise which shall be deposited on behalf of the Warrants shall be conducted in accordance Company with the customary procedures of the Warrant Agent. The Company shall use If the Warrant Agent subsequently ceases to make its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC settlement system available for the term of Non-tradeable Warrants, the WarrantsCompany may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Non-tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non-tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”).

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holdersHolders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its commercially reasonable best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Global Certificate”) in the form of Annex C to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holdersHolders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Global Certificate”) in the form of this Annex A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. The Non-tradeable Warrants will be registered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the Tradeable Global Certificate, the “Global Certificates”) in the form of Exhibit B to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Non-Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants may be held in available in, book-entry through form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for the term cancellation of the Warrants.Non-Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing the Non-Tradeable Warrants (“Non-Tradeable Definitive Certificates”) registered as requested through the DTC system. ..

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be initially evidenced by a global Warrant certificate (“Global Certificate”) in the form of Annex A-1 to this Agreement for the Pre-Funded Warrants and in the form of Annex A A-2 to this Agreement for the Warrant AgreementCommon Warrants, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If the Warrants are not DTC eligible as of the initial issuance date or DTC subsequently ceases to make its book-entry settlement system available for the any Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the any Warrants are not eligible for, or it is no longer necessary to have the any Warrants available in, book-entry formregistration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the applicable Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each holder of the Warrants Holder (as defined below) separate certificates in the form of Annex A evidencing applicable Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through ), in the DTC system. In form of Annex C-1 to this Agreement for the event Definitive Certificates are delivered Pre-Funded Warrants, and in the form of Annex C-2 to this Agreement for the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant AgentCommon Warrants. The Company shall use its best efforts Warrants represented by the Global Certificate are referred to enable the Warrants be as “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Global Warrants”.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of this Annex Exhibit A to in the Warrant Agreementcase of the Series A Warrants, Exhibit B in the case of the Series B Warrants and Exhibit C in the case of the Pre-funded Warrants, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates evidencing Warrants substantially in the form of Annex A evidencing Warrants Exhibit A, Exhibit B or Exhibit C, as the case may be, (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In For the avoidance of doubt, in the event Definitive Certificates are delivered that the DTC ceases to make its book-entry settlement system available for the holdersWarrants, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to each holder of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holdersHolders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.Warrant

Form of Warrants. The Tradable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradable Warrants are not eligible for, or it is no longer necessary to have the Tradable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradable Warrants (“Tradable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. In The Non-tradable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradable Global Certificate”; together with the event Definitive Certificates are delivered to the holdersTradable Global Certificate, the transfer“Global Certificates”) in the form of Exhibit B to this Warrant Agreement, exchange or exercise which shall be deposited on behalf of the Warrants shall be conducted in accordance Company with the customary procedures of the Warrant Agent. The Company shall use If the Warrant Agent subsequently ceases to make its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC settlement system available for the term of Non-tradable Warrants, the WarrantsCompany may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradable Warrants are not eligible for, or it is no longer necessary to have the Non-tradable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Non-tradable Global Certificate and to deliver separate certificates evidencing the Non-tradable Warrants (“Non-tradable Definitive Certificates” and, together with the Global Certificates and the Tradable Definitive Certificates, the “Warrant Certificates”) .

Form of Warrants. The Tradeable Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate (“Tradeable Global Certificate”) in the form of this Annex Exhibit A to the this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Tradeable Warrants (“Tradeable Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system. The Non- tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable Global Certificate”; together with the Tradeable Global Certificate, the “Global Certificates”) in the form of Exhibit B to this Warrant Agreement, which shall be deposited on behalf of the Company with the Warrant Agent and registered in the name of Cede & Co. a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Non-tradeable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in Non-tradeable Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants may be held in available in, book-entry through form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for the term cancellation of the WarrantsNon- tradeable Global Certificate and to deliver separate certificates evidencing the Non-tradeable Warrants (“Non- tradeable Definitive Certificates” and, together with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”).

Form of Warrants. The Subject to subsections 2 . 01 (c) , 2 . 01 (d), 2 . 01 (e), and 2 . 01 (f) hereof, Warrants may be issued in both certificated and uncertificated form ; provided, however, that all Warrants issued hereunder, other than Warrants represented by a Global Security, shall be registered securities issued in book entry certificated form . Each Warrant originally issued to a U . S . Purchaser, and each Warrant issued in exchange therefor or substitution thereof, will be evidenced by a Warrant Certificate that bears the U . S . Legend . (c) Certificated Warrants : All Warrants issued in certificated form shall be evidenced by Warrant Certificates . Upon the issue of Warrants issued in certificated form, Warrant Certificates shall be executed by the Corporation and delivered to the Warrant Agent, 9 Authenticated by the Warrant Agent upon the Written Request of the Corporation and delivered by the Warrant Agent to the Corporation or to the order of the Corporation pursuant to a Written Request of the Corporation, without any further act of or formality on the part of the Corporation . The Warrant Certificates shall be substantially in the form of the certificate attached hereto as Schedule A, shall be dated as of the date of issue thereof (including all replacements issued in accordance with this Indenture), and may bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe . Irrespective of any adjustments required to be made by the provisions of Article Four hereof, all replacement Warrant Certificates shall continue to express the number of Warrant Shares purchasable upon the exercise of the Warrants represented thereby and the Exercise Price as if such Warrant Certificates were issued as of the initial date of issue thereof pursuant hereto . Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder thereof to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be the form currently required by this Indenture . (d) Uncertificated Warrants : Warrants issued in uncertificated form shall be evidenced by a global certificate book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with section 2 . 08 hereof . (“e) Warrants Represented by a Global Certificate”) in Security : For the form purpose of this Annex A the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant AgreementCertificates, which shall Warrants represented by a Global Security will be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co.CDS, as or its nominee of DTC. Subject to applicable law, Warrants represented by a Global Security shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form . If DTC subsequently ceases Warrants represented by a Global Security are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as Schedule A, and, if so represented, such certificate shall be delivered to make CDS, or its book-entry settlement nominee . The Global Security will be subject to the Applicable Procedures of the book - based system available and to section 2 . 11 hereof . (f) Le g ends : (i) Neither the Warrants nor the Warrant Shares issuable upon exercise of the Warrants have been or will be registered under the U . S . Securities Act or under any United States state securities laws . Each Warrant Certificate originally issued for the Warrantsbenefit or account of a U . S . Purchaser, and each Warrant Certificate issued in exchange therefor or in substitution thereof, shall bear or be deemed to bear the Company following legends or such variations thereof as the Corporation may instruct prescribe from time to time (the Warrant Agent regarding making other arrangements for book-entry settlement" U . In the event that S . Legend ") : "THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT") . THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U . S . PERSON OR PERSON IN THE UNITED STATES UNLESS EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ARE AVAILABLE . "UNITED STATES" AND "U . S . 10 PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT . THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC . (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144 A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U . S . SECURITIES ACT THAT IS AVAILABLE FOR THE RESALE OF THE SECURITIES, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION . " provided that, if the Warrants are not eligible forbeing sold outside the United States in accordance with Rule 904 of Regulation S, or it is no longer necessary to have this legend may be removed by the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver transferor providing a declaration to the Warrant Agent for cancellation in the Global Certificate, and the Company shall instruct form set forth in Schedule B or as the Warrant Agent or the Corporation may prescribe from time to deliver each holder time ; and provided, further, that, if any such securities are being sold pursuant to Rule 144 under the U . S . Securities Act, if available, or another transaction that does not require registration under the U . S . Securities Act or applicable state securities laws, the legend may be removed by delivery to the Warrant Agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation that such legend is no longer required under applicable requirements of the Warrants separate certificates in the form of Annex A evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “U . S . Securities Act and applicable state securities laws . The Warrant Certificates”) registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants Agent shall be conducted entitled to request any other documents that it may require in accordance with its internal policies for the customary procedures removal of the Warrant AgentU . The Company S . Legend . ( i i) Each Global Security originally issued in Canada and held by CDS, and each Global Security issued in exchange therefor or in substitution thereof shall use its best efforts bear or be deemed to enable bear the Warrants be “DTC eligible” so that following legend or such variations thereof as the interests in the Warrants Corporation may be held in book-entry through DTC for the term of the Warrants.prescribe from time to time : "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC . ("CDS") TO POET TECHNOLOGIES INC . (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO . , OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO . OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate form of prefunded warrant (“Global CertificatePrefunded Warrant”) and a form of nonprefunded warrant (“Global Nonprefunded Warrant”, together with the Global Prefunded Warrant, the “Global Warrants”) in the form forms of Exhibit A-1 and Exhibit A-2 to this Annex A to the Warrant Agreement, respectively, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Prefunded Warrant and Nonprefunded Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificatePrefunded Warrant and Nonprefunded Warrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates in evidencing the form of Annex A evidencing Warrants Global Prefunded Warrant (“Definitive Prefunded Warrant”) and the Global Nonprefunded Warrant (“Definitive Nonprefunded Warrant”) attached hereto as Exhibit B-1 and Exhibit B-2, respectively (“Definitive Certificates” and, together with the Global CertificatePrefunded Warrant and Global Nonprefunded Warrant, “Warrant Certificates”) ), registered as requested through the DTC system. In the event Definitive Certificates are delivered to the holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.

Form of Warrants. The Warrants shall be registered securities in book entry form and shall be evidenced by a global certificate warrant (“Global CertificateWarrant”) in the form of Exhibit A in the case of the Pre-Funded Warrants and Exhibit B in the case of the Common Warrants to this Annex A to the Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver each holder of the Warrants to DTC separate certificates evidencing Warrants substantially in the form of Annex Exhibit A evidencing Warrants (“Definitive Certificates” and, together with the Global CertificateWarrant, “Warrant Certificates”) registered as requested through the DTC system. In For the avoidance of doubt, in the event Definitive Certificates are delivered that the DTC ceases to make its book-entry settlement system available for the holdersWarrants, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant Agent. The Company shall use its best efforts to enable the Warrants be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.