At this point in time in terms of meeting the timelines for the sale of DL (re the credit facility) POET appears to be 3 weeks ahead of schedule. POET had until July 15 to issue the information circular.

 (iv) If: (a) Poet and Buyer fail to reach definitive agreements in respect of the Sale of

DenseLight on or prior to July 15, 2019, (b) Poet fails to send a circular to shareholders

of DenseLight requesting approval of the Sale of DenseLight by July 15, 2019

My commment:

POET plans to issue the circular by June 24 as per:

A management information circular pertaining to the matters to be acted upon at the meeting will be provided to shareholders of record as of the record date prior to the meeting. The record date is June 24.

, (c) Poet

has not received shareholder approval for the Sale of DenseLight by September 1, 2019,

or (d) Poet or Buyer terminate discussions in respect to the Sale of DenseLight at any

time then, all receipts by DenseLight that come from an incentive program or scheme

established by the Singapore Economic Development Board (“EDB”) or in any way

relate to EDB shall be deposited and held in a restricted cash account with HSBC (

the Company’s bank) for the sole benefit of Espresso, such receipts to be immediately

applied to the repayment of the Credit Facility.

(v) The Indebtedness shall be immediately due and payable upon Poet completing the

Sale of DenseLight. If Poet or Buyer terminate discussions relating to the Sale of

DenseLight, the Indebtedness shall be due and payable no later than 60 days following

the termination of such discussions.

(vi) Espresso shall have the right, in its sole discretion, to request repayment of all, or a

portion of the Indebtedness, upon Poet completing any subsequent capital raises in

excess of the Minimum Raise (including proceeds received by Poet upon exercise of

warrants). No repayment so requested by Espresso shall be subject to the Minimum

Interest Period.