SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2017 • Uni-Pixel • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2017, between, Uni-Pixel, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2017 • Uni-Pixel • Electronic components, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 17, 2017, is by and among Uni-Pixel, Inc., a Delaware corporation with headquarters located at 4699 Old Ironsides Drive, Suite 300, Santa Clara, California 95054 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
1,195,000 Shares1 Uni-Pixel, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • April 18th, 2013 • Uni-Pixel • Electronic components, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 16, 2015, by and among Uni-Pixel, Inc., a Delaware corporation, with headquarters located at 8708 Technology Forest Place, Suite 100, The Woodlands, Texas 77381 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
AGREEMENT AND PLAN OF MERGER dated as of June 13, 2001 by and between Real- Estateforlease.com, Inc.Merger Agreement • April 18th, 2002 • Real Estatefor Lease Com Inc • Delaware
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 10th, 2017 • Uni-Pixel • Electronic components, nec • Nevada
This equity purchase agreement is entered into as of August 10, 2017 (this “Agreement”), by and between Uni-Pixel, Inc., a Delaware corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Investor”).
ContractWarrant Agreement • December 1st, 2010 • Uni-Pixel • Electronic components, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENTBorrower Agreement • October 28th, 2016 • Uni-Pixel • Electronic components, nec
UNIPIXEL, INC.Security Agreement • August 14th, 2006 • Uni-Pixel • Electronic components, nec
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (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, May 24, 2006 (the “Initial Exercise Date”), and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from UNIPIXEL, INC., a Delaware corporation (the “Company”), such number of shares of common stock, par value $001 per share, of the Company (the “Common Stock”), subject to adjustment herein (the “Warrant Shares”) as follows:
5,350,000 Shares Uni-Pixel, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2016 • Uni-Pixel • Electronic components, nec • California
Uni-Pixel, Inc., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 5,350,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to 802,500 shares of Common Stock (the “Additional Shares”), if and to the extent that the Underwriters shall have determined to exercise the right to purchase Additional Shares granted to the Underwriters in Section 4(b) hereof. The Firm Shares and Additional Shares are collectively referred to as the “Shares” or the “Securities”.
Ÿ ] Shares1 Uni-Pixel, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • August 9th, 2012 • Uni-Pixel • Electronic components, nec • New York
PURCHASE AGREEMENTPurchase Agreement • September 15th, 2006 • Uni-Pixel • Electronic components, nec • New York
This Purchase Agreement (this “Agreement”) is dated as of September ___, 2006, by and among Uni-Pixel, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
February ___, 2017 [Purchaser] Dear Sirs and Madams:Leak-Out Agreement • February 14th, 2017 • Uni-Pixel • Electronic components, nec
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Uni-Pixel, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
UNI-PIXEL, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2007 • Uni-Pixel • Electronic components, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 28, 2007, and is by and between UNI-PIXEL, INC., a Delaware corporation, with its principal office at 8708 Technology Forest Place, Suite 100, The Woodlands, Texas 77381 (the “Company”), and Merrill Lynch Pierce, Fenner & Smith Incorporated, a Delaware corporation (the “Purchaser”).
UNI-PIXEL, INC. INVESTOR’S RIGHTS AGREEMENTInvestor's Rights Agreement • October 3rd, 2007 • Uni-Pixel • Electronic components, nec • Delaware
This INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is made as of September 28, 2007, by and between UNI-PIXEL, INC., a Delaware corporation, (the “Company”), and Merrill Lynch Pierce, Fenner & Smith Incorporated, a Delaware corporation (the “Investor”).
12% SENIOR SECURED CONVERTIBLE DEBENTURESecurity Agreement • August 14th, 2006 • Uni-Pixel • Electronic components, nec • Texas
This 12% Senior Secured Convertible Debenture (this “Debenture”) is a duly authorized and issued 12% Senior Secured Convertible Debenture of UNIPIXEL, INC., a Delaware corporation (“UniPixel”), and UNIPIXEL DISPLAYS, INC., a Texas corporation (“UniPixel Displays”), having their principal place of business located at 8708 Technology Forest Place, Suite 100, The Woodlands, Texas 77381, for the principal amount of SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($750,000), issued in connection with that certain Purchase Agreement (as defined below) of even date herewith entered into by and among the Company and the Holder.
UNDERWRITING AGREEMENT between UNI-PIXEL, INC. and MDB CAPITAL GROUP, LLC as UnderwriterUnderwriting Agreement • December 10th, 2010 • Uni-Pixel • Electronic components, nec • New York
The undersigned, Uni-Pixel, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 15th, 2017 • Uni-Pixel • Electronic components, nec • California
Uni-Pixel, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through the placement agents listed on Schedule A (collectively, the “Placement Agents”), for whom Roth Capital Partners, LLC is acting as representative (in such capacity, the “Representative”), up to 10,530,000 units (each a “Unit” and collectively, the “Units”) consisting of (x) (i) one share of Common Stock (the “Common Stock”), par value $0.001 per share (each, such share of Common Stock, a “Share”), plus (ii) a Warrant to purchase 0.45 Shares (each a “Warrant” and collectively, the “Warrants”) directly to various investors (the “Investors”).
UNI-PIXEL, INC. UNI-PIXEL DISPLAYS, INC. WESTERN ALLIANCE BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2016 • Uni-Pixel • Electronic components, nec • California
This Loan And Security Agreement is entered into as of October 18, 2016, by and between WESTERN ALLIANCE BANK (“Bank”) and UNI-PIXEL, INC. (“Parent”), and UNI-PIXEL DISPLAYS, INC. (“Uni-Pixel Displays”). Parent and Uni-Pixel Displays are each referred to herein as a (“Borrower”, and collectively, as the “Borrowers”).
UNI-PIXEL, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 3rd, 2007 • Uni-Pixel • Electronic components, nec • Delaware
This WARRANT (this “Warrant”) entitles Merrill Lynch Pierce, Fenner & Smith Incorporated (including any successors or assigns, the “Holder”), for value received, to purchase from Uni-Pixel, Inc., a Delaware corporation, at any time and from time to time, subject to the terms and conditions set forth herein, all or any portion of the Warrant Shares (as defined in Section 1 below) at the Exercise Price (as defined in Section 1 below), during the period starting from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below), at which time this Warrant shall expire and become void. This Warrant is subject to the following terms and conditions:
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • April 6th, 2016 • Uni-Pixel • Electronic components, nec • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Jeff Hawthorne (“Executive”) and UniPixel, Inc., a Delaware corporation (the “Company”), effective as of March 31, 2016 (the “Effective Date”). Certain capitalized terms used in the Agreement are defined in Section 6 below.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among REAL-ESTATEFORLEASE.COM, INC., UNI-PIXEL MERGER SUB, INC., GEMINI V, INC., UNI-PIXEL DISPLAYS, INC. AND THOSE STOCKHOLDERS OF REAL-ESTATEFORLEASE.COM, INC. LISTED ON EXHIBIT "A" AS "COMPANY...Merger Agreement • April 1st, 2005 • Uni-Pixel • Electronic components, nec • Texas
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is entered into as of December 7, 2004 by and among Real-Estateforlease.com, Inc., a Delaware corporation (the "Company"), Uni-Pixel Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Gemini V, Inc., a Delaware corporation ("Gemini"), Uni-Pixel Displays, Inc., a Texas corporation ("Uni-Pixel") and those stockholders of the Company listed on Exhibit A as Company Stockholders (the "Company Stockholders"). The Company, Merger Sub, Gemini, Uni-Pixel and the Company Stockholders are each a "Party" and together are "Parties" to this Agreement.
BUILDING 4 LEASE AGREEMENT by and between ATMEL CORPORATION as Lessor and UNI- PIXEL DISPLAYS, INC. as Lessee Dated as of April 16, 2015Lease Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec
Real-Estateforlease.com, Inc. c/o Benchmark Equity Group 700 Gemini, Suite 100 Houston, TX 77058 Telephone: (281) 488-3883 Facsimile: (281) 488-5353Consulting Agreement • February 18th, 2005 • Uni-Pixel • Real estate • Texas
The following consulting agreement (this "Agreement") sets forth our understanding with respect to Fordham Financial Management, Inc., a Colorado corporation ("Fordham"), providing financial advisory consulting services for Real-Estateforlease.com, Inc., a Delaware corporation (the "Company"). Any capitalized terms used but not defined herein shall have the meaning given to them in that certain Placement Agent Agreement entered into between Fordham and the Company dated November 22, 2004.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2006 • Uni-Pixel • Electronic components, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 15th 2005, is entered into by and between Uni-Pixel, Inc., a Delaware corporation (“Uni-Pixel,” together with its subsidiaries, the “Company”), and James A. Tassone (the “Employee”).
Microchip Atmel February 10, 2017Xsense License Agreements • February 21st, 2017 • Uni-Pixel • Electronic components, nec
This letter agreement amends and supplements the XSense Intellectual Property License Agreement and XSense Patent License Agreement, dated April 16, 201 5 (collectively, “XSense Licenses”) between Uni-Pixel Displays, Inc. and its Affiliates (collectively, “Licensee” or “Uni-Pixel”), and Atmel Corporation and its Affiliates. The terms of this letter agreement is effective on the date you sign below.
Real-Estateforlease.com, Inc. c/o Benchmark Equity Group 700 Gemini, Suite 100 Houston, TX 77058 Telephone: (281) 488-3883 Facsimile: (281) 488-5353 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 18th, 2005 • Uni-Pixel • Real estate • New York
Real-estateforlease.com, Inc., a Delaware corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc., a Colorado corporation (the "Placement Agent"), with respect to the sale by the Company of up to 153 Units, each Unit (the "Unit") consisting of 15,000 shares of Series A Convertible Preferred Stock (the "Shares") to be offered for sale pursuant to a Confidential Private Placement Memorandum (the "Memorandum") to be provided to investors, at a purchase price of $52,500 per Unit. The Placement Agent has the right to increase the maximum offering by up to 80 Units without the consent of investors in the offering. Each Share shall be convertible into two shares of Common Stock at any time after issuance. Dividends at the rate of $.21 per share (equivalent to 6%) per year shall be payable on an annual basis at the option of the Company in cash or in Shares commencing December 31, 2004. The dividends payable on December 31, 2004 shall be pro rated from the d
XSense Intellectual Property License AgreementIntellectual Property License Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California
This XSense Intellectual Property License Agreement (“Agreement”) is entered into as of April 16, 2015 (“Effective Date”) by and between Atmel Corporation, a Delaware corporation, including Affiliates, having a place of business at 1600 Technology Drive, San Jose, CA 95110, U.S.A. (hereinafter collectively referred to as “Licensor”) and Uni-Pixel Displays, Inc., a Texas corporation, including Affiliates, having a place of business at 8708 Technology Forest Place, Suite 100, The Woodlands, TX 77381, U.S.A. (hereinafter collectively referred to as “Licensee”) (Licensor and Licensee hereinafter referred to individually as a “Party”, and collectively as the “Parties”).
SECURITY AGREEMENTSecurity Agreement • August 14th, 2006 • Uni-Pixel • Electronic components, nec • Texas
This SECURITY AGREEMENT, dated as of May 24, 2006 (this “Agreement”), is entered into by and among UNIPIXEL, INC., a Delaware corporation and UNIPIXEL DISPLAYS, INC., a Texas corporation (hereinafter collectively referred to as the “Debtors”) and the Holders of those certain 12% Senior Secured Convertible Debentures due May 23, 2007 (or such earlier contingent date as set forth therein) in the original aggregate principal amount of $1,500,000 (the “Debentures”), issued by Debtor to Trident Growth Fund, L.P. and CapSource Fund, L.P., the Holders thereof (the “Secured Parties”) in connection with that certain Securities Purchase Agreement of even date herewith entered into by and between the Debtors and the Secured Parties (the “Purchase Agreement”).
License and Strategic Business Agreement Between Uni-Pixel Displays, Inc. And Lockheed Martin Corporation Lockheed Martin Systems Integration – Owego October 5, 2005License and Strategic Business Agreement • November 10th, 2005 • Uni-Pixel • Electronic components, nec • Texas
This Agreement, made as of 05 October 2005 and having an effective date as of 15 October 2004 (the “Effective Date”), by and between Uni-Pixel Displays, Inc., a Texas corporation having offices at 8708 Technology Forest Pl. Suite 100, The Woodlands, TX 77381) (referred to as “UPD”); and Lockheed Martin Corporation, a Maryland corporation, acting by and through Lockheed Martin Systems Integration-Owego and having offices at 1801 Route 17C, Owego, New York 13827 (referred to as “LOCKHEED MARTIN”);
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California
This TRANSITION SERVICES AGREEMENT (“Agreement”), dated as of April 16, 2015 (the “Effective Date”), is entered into by and between Atmel Corporation, a Delaware corporation (“Service Provider”), and Uni-Pixel Displays, Inc., a Texas corporation (“Customer”). Each of Service Provider and Customer are referred to individually herein as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2005 • Uni-Pixel • Electronic components, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 5, 2005, is entered into by and between Uni-Pixel, Inc., a Delaware corporation ("Uni-Pixel," together with its subsidiaries, the "Company"), and Reed J. Killion (the "Employee").
FIRST AMENDMENT TO THE CAPACITY LICENSE AGREEMENTCapacity License Agreement • February 26th, 2015 • Uni-Pixel • Electronic components, nec
This First Amendment to the Capacity License Agreement ("First Amendment") is made this 21st day of April, 2014 by and between Uni-Pixel Displays Inc., having its registered office at 8708 Technology Forest Place, Suite 100, The Woodlands, TX 77381, ("UniPixel") and Intel Corporation, having its principal place of business at 2200 Mission College Boulevard, Santa Clara, California 95052 ("Intel") (hereinafter referred to individually as a "Party" and collectively as the "Parties").
PURCHASE AND SALE AGREEMENT by and between Uni-Pixel Displays, Inc. as Buyer, and Atmel Corporation as Seller dated as of April 16, 2015Purchase and Sale Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California
This PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of April 16, 2015 is entered into by and between Uni-Pixel Displays, Inc., a Texas corporation (“Buyer”) and Atmel Corporation, a Delaware corporation (“Seller”).
XSense Patent License AgreementPatent License Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California
This XSense Patent License Agreement (“Agreement”) is entered into as of April 16, 2015 (“Effective Date”) by and between Atmel Corporation, a Delaware corporation, including Affiliates, having a place of business at 1600 Technology Drive, San Jose, CA 95110, U.S.A. (hereinafter collectively referred to as “Licensor”) and Uni-Pixel Displays, Inc., a Texas corporation, including Affiliates, having a place of business at 8708 Technology Forest Place, Suite 100, The Woodlands, TX 77381, U.S.A. (hereinafter collectively referred to as “Licensee”) (Licensor and Licensee hereinafter referred to individually as a “Party”, and collectively as the “Parties”).
