WARRANTS EXERCISABLE FOR UP TO 1,600,000 WARRANT SHARESUnderwriting Agreement • December 4th, 2023 • Poet Technologies Inc. • Semiconductors & related devices • New York
The undersigned, POET Technologies Inc., a corporation existing under the laws of the Province of Ontario, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of POET Technologies Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and, if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein. Maxim Group LLC is acting as the sole book-running manager
COMMON SHARE PURCHASE WARRANT POET Technologies Inc.Common Share Purchase Warrant • December 4th, 2023 • Poet Technologies Inc. • Semiconductors & related devices • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ (the “Termination Date”) but not thereafter, to subscribe for and purchase from POET Technologies Inc., a corporation existing under laws of the Province of Ontario, Canada (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
