EXHIBIT
10.2 





 





February
___, 2017


 


[Purchaser]


 


Dear
Sirs and Madams:


 


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”).


 


Reference
is hereby made to (a) the Securities Purchase Agreement, dated February ___, 2017, by and among the Company and the certain purchasers
signatory thereto (the “SPA”) and (b) the registration statement on Form S-3 (File No. 333-203691) (“Registration
Statement”), pursuant to which the Holder acquired (i) shares of the Company’s common stock, $0.001 par value
per share (the “Common Stock”), (“Shares”), and (ii) warrants for the purchase of shares
of Common Stock (the “Warrants”). Capitalized terms not defined herein shall have the meaning as set forth
in the SPA.


 


During
the period commencing on the later of the date hereof and the first day hereafter on which all the Other Holders (as defined below)
have duly executed and delivered a leak-out agreement substantially similar to this Leak-Out Agreement (other than the identity
of the Holder and the permitted percentage of trading volume) (the “Effective Date”) and ending __, 20__
(such period, the “Restricted Period”), neither the Holder, nor any Affiliate of such Holder which (x)
had or has knowledge of the transactions contemplated by the SPA, (y) has or shares discretion relating to such Holder’s
investments or trading or information concerning such Holder’s investments, including in respect of the Securities, or (z)
is subject to such Holder’s review or input concerning such Affiliate’s investments or trading (together, the “Holder’s
Trading Affiliates”), collectively, shall sell dispose or otherwise transfer, directly or indirectly, (including, without
limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions)
on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), Shares or the Warrant
Shares underlying the Warrants purchased pursuant to the SPA and/or the Registration Statement in an amount more than ___% of
the trading volume of Common Stock on the principal Trading Market as reported by Bloomberg, LP for the applicable Date of Determination;
provided, that the foregoing restrictions shall not apply to any actual “long” (as defined in Regulation SHO of the
Securities Exchange Act of 1934, as amended) sales by the Holder or any of the Holder’s Trading Affiliates at a price greater
than $[●] (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events occurring after the date hereof).


 


Notwithstanding
anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or
any part, of the Shares or the Warrant Shares underlying the Holder Warrants (the “Restricted Securities”)
to any Person (an “Assignee”) in a transaction which does not need to be reported on the Nasdaq consolidated
tape, without complying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided, that as
a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute and deliver a leak-out
agreement in the form of this Leak-Out Agreement (an “Assignee Agreement”, and each such transfer a “Permitted
Transfer”) and, subsequent to a Permitted Transfer, sales of the Holder and the Holder’s Trading Affiliates and
all Assignees (other than any such sales that constitute Permitted Transfers) shall be aggregated for all purposes of this Leak-Out
Agreement and all Assignee Agreements.


 




     

     

    

 


Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement
must be in writing and shall be given in accordance with the terms of the SPA.


 


This
Leak-Out Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes
all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties
hereto.


 


This
Leak-Out Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by
facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The
terms of this Leak-Out Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their
respective successors and assigns.


 


This
Leak-Out Agreement may not be amended or modified except in writing signed by each of the parties hereto.


 


All
questions concerning the construction, validity, enforcement and interpretation of this letter agreement shall be governed by
Sections 5.9 and 5.20 of the SPA.


 


Each
party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other
party or parties hereto may not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has
not been performed in accordance with its terms, and therefore agrees that such other party or parties shall be entitled to seek
specific enforcement of the terms hereof in addition to any other remedy it may seek, at law or in equity.


 


The
obligations of the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of
any of the Securities issued under the SPA (each, an “Other Holder”) or any other holder of any of the Securities
issued under the Registration Statement that is not a signatory to the SPA (each, a “Prospectus Purchaser Other Holder”)
under any other agreement, and the Holder shall not be responsible in any way for the performance of the obligations of any Other
Holder or any Prospectus Purchaser Other Holder under any such other agreement. Nothing contained herein or in this Leak-Out Agreement,
and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders or any Prospectus
Purchaser Other Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Holder and the Other Holders or any Prospectus Purchaser Other Holder are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Leak-Out Agreement and the Company acknowledges that
the Holder and the Other Holders or any Prospectus Purchaser Other Holder are not acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder
confirms that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice
of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Leak-Out Agreement, and it shall not be necessary for any Other Holder or any Prospectus
Purchaser Other Holder to be joined as an additional party in any proceeding for such purpose.


 




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The
Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none
of the terms offered to any Other Holder or any Prospectus Purchaser Other Holder with respect to any restrictions on the sale
of Securities substantially in the form of this Leak-Out Agreement (or any amendment, modification, waiver or release thereof)
(each a “Settlement Document”), is or will be more favorable to such Other Holder than those of the Holder
and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the
Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions
of this Leak-Out Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified
in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or
conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any
time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term
or condition contained in this Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or
modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph
shall apply similarly and equally to each Settlement Document.


 


[The
remainder of the page is intentionally left blank]


 




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	 	Sincerely,
	 	 
	 	UNI-PIXEL, INC.
	 	 	 
	 	By:	 
	 	Name:	 Christine Russell
	 	Title:	Chief Financial Officer


 


Agreed
to and Acknowledged:


 


	“HOLDER”	 	 
	 	 	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 


 





[Signature
Page to Uni-Pixel, Inc. Leak-Out Agreement]




  




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