0001104659-14-039326 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
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AGREEMENT
Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • New York

This Agreement (“Agreement”) is effective as of the 21st day of May, 2008 (“Effective Date”), by and between ODIS Inc., a Delaware corporation, having a place of business at Suite 204, 3 Corporate Drive, Shelton, Connecticut 06484 (hereinafter referred to as “ODIS”), and BAE Systems Information And Electronic Systems Integration, Inc., a Delaware corporation, having a place of business at 65 Spit Brook Road, Nashua, New Hampshire (hereinafter referred to as “BAE SYSTEMS”).

LICENSE AGREEMENT
License Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut

This License Agreement (the Agreement) is made effective as of the April 28,2003 (the “Effective Date”), between the UNIVERSITY OF CONNECTICUT (“UCONN”) c/o the Center for Science and Technology Commercialization, 263 Farmington Avenue, Farmington, CT 06030-6207 and OPEL, INC. (“OPEL”) having a principal place of business at 22 Quail Run, Mansfield, CT 06268.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut

This Employment Agreement (this “Agreement”) is made as of this 17th day of February, 2014 (the “Effective Date”), by and between POET Technologies Inc. formerly OPEL Technologies Inc., (the “Company”), and Leon M. Pierhal (the “Executive”).

MEMORANDUM OF OUTSTANDING — RE: EMPLOYMENT
Poet Technologies Inc. • May 15th, 2014 • Semiconductors & related devices

POET Technologies Inc. (formerly “OPEL Technologies Inc.”), a body corporate continued under the laws of the Province of Ontario

SCHEDULE “A” POET TECHNOLOGIES INC. (formerly OPEL TECHNOLOGIES INC.) STOCK OPTION PLAN - OPTION AGREEMENT
Stock Option Plan - Option Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices

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.poet-technologies.com/documents/Stock-Option-Plan.pdf .

BY-LAW NO. 1 OF POET TECHNOLOGIES INC. (THE ‘‘CORPORATION”)
Poet Technologies Inc. • May 15th, 2014 • Semiconductors & related devices
ASSET PURCHASE AGREEMENT by and among TRACKER ACQUISITION, INC. (as Purchaser), OPEL SOLAR, INC. (as Seller), and OPEL TECHNOLOGIES, INC. (as Seller Parent) dated as of the 14th day of December, 2012
Asset Purchase Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of December, 2012 by and among (i) TRACKER ACQUISITION, INC., a Delaware corporation (“Purchaser”), (ii) OPEL SOLAR, INC., a Delaware corporation (the “Seller”), and (iii) OPEL TECHNOLOGIES, INC., an Ontario corporation (“Seller Parent”, and together with the Seller, the “Purchaser Indemnitors”).

University of Connecticut First Amendment to the Lease Agreement Between The University of Connecticut and ODIS Inc.
Poet Technologies Inc. • May 15th, 2014 • Semiconductors & related devices • Connecticut

The original lease (attached hereto) between the University of Connecticut and the Company, last executed on February 10, 2011 (Current Lease”) is hereby amended as follows:

CONSULTING AGREEMENT
Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
POET Technologies, Incorporated
Poet Technologies Inc. • May 15th, 2014 • Semiconductors & related devices
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