I have been reading up the management circular and reviewing the questions.

For many, the R/S is scary - as it is an unknown. Fear can cripple judgment, but not if we focus and believe in the tech, mgmt., and the massive upside potential for adoption globally. The big picture.

To me, POET needs to have the R/S arrow in its quiver, as we need to arm management with options and the flexibility to do the right thing for the business in the long run. I choose to give them the levers to make it happen. I am positive they will assess the situation, and use it only if necessary.

If POET is going to be "big time" it needs to live and breath on a “big time” exchange. POET will be taken more seriously and have more available pool of investors, institutional investors , on one of the "big boy boards”.

Ajit has friends in many places and quite frankly it only takes 1-2 large investors to take a significant position to really make this run to 2-3 levels higher. The size of the funds out there could pour in 25-50M+ each into POET - and with POET being on NASDAQ they can look their clients in the eye with clear justification based on the technology potential, Ajit, and the location and dollar amount of the security ie. "massive upside tech stock on NASDAQ".

Conversely, if POET stays on venture, we likely don’t get that money. Investing in a ‘penny like’ stock on the cdn venture for large fund may not be technically possible due to the stipulations outlined in the funds/investment profile/prospectus, and even if they could, it may produce nasty looks from their clients (unless the fund has a special speculative mandate).

After some careful thought, I am proceeding to vote for the R/S, SRP and all the items proposed. I believe we have responsible management that is looking to bring this company to the next level. I choose to trust their experience and judgment. I am very much focused on the big picture and more interested in where we are in 1-2 years from now vs. 1-2 months from now.

This is my opinion; everyone needs to make their own call. Good luck all.

TechGC