34,800,000 COMMON SHARES AND

34,800,000 WARRANTS OF

POET TECHNOLOGIES INC.

PLACEMENT AGENCY AGREEMENT

October 28, 2016

So if I understand correctly it appears that the company has been engaged with Rodman & Renshaw for at least 4 months. Quite a difference between market valuation when the whole process started as in the JUNE 15,2016 ENGAGEMENT AGREEMENT versus to when it got priced OCTOBER 28,2016 as in PLACEMENT AGENCY AGREEMENT . Oh well

7.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus, the Prospectus Supplement and the Canadian Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. Notwithstanding anything herein to the contrary, the Engagement Agreement, dated June 15, 2016 (“Engagement Agreement”), between the Company and Rodman & Renshaw, a unit of the Representative, shall continue to be effective and the terms therein, including, without limitation, Section A.1 and Section A.3 with respect to any future offerings, shall continue to survive and be enforceable by the Representative in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.

http://www.sedar.com/CheckCode.do