0001185185-15-000934 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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").

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XSense Intellectual Property License Agreement
Intellectual 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”).

TRANSITION SERVICES AGREEMENT
Transition 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.”

PURCHASE AND SALE AGREEMENT by and between Uni-Pixel Displays, Inc. as Buyer, and Atmel Corporation as Seller dated as of April 16, 2015
Purchase 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 Agreement
Patent 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”).

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale and Assignment and Assumption Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California

This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of April 16, 2015 (the “Effective Date”), by and between:

GUARANTY
Guaranty • April 17th, 2015 • Uni-Pixel • Electronic components, nec • New York

This GUARANTY, dated as of April 16, 2015 (this "Guaranty"), is made by the undersigned (the "Guarantor"), in favor of the "Buyers" (as defined below) party to the Securities Purchase Agreement referenced below.

UNI-PIXEL, INC. April __, 2015
Lock-Up Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • New York
FLT (Fine Line Technology) Intellectual Property License Agreement
Intellectual Property License Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California

This FLT Intellectual Property License Agreement (“Agreement”) is entered into as of April 16th, 2015 (“Effective Date”) by and between CIT Technology Ltd, a Company registered in England, including Affiliates, having a place of business at Springstone House, 27 Dewsbury Road, Ossett, West Yorkshire. England (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”).

Dated 16th April 2015 CIT TECHNOLOGY LIMITED UNI-PIXEL DISPLAYS, INC.
Manufacturing Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • England and Wales
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of April 16, 2015 (this "Agreement"), is made by Uni-Pixel, Inc., a Delaware corporation (the "Company"), Uni-Pixel Displays, Inc. ("UPD"), a Texas corporation, and each other Subsidiary of the Company and UPD hereafter becoming party hereto (together with the Company and UPD each a "Grantor" and, collectively, the "Grantors"), in favor of Hudson Bay Fund LP, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

FLT (Fine Line Technology) Patent License Agreement
Patent License Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • California

This FLT Patent License Agreement (“Agreement”) is entered into as of April 16th 2015 (“Effective Date”) by and between CIT Technology Ltd, a Company registered in England, including Affiliates, having a place of business at Springstone House, 27 Dewsbury Road, Ossett, West Yorkshire. England (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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2015 • Uni-Pixel • Electronic components, nec • New York

SECURITIES PURCHASE AGREEMENT (the "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 (individually, a "Buyer" and collectively, the "Buyers").

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