Microchip
Atmel


 


February
10, 2017


 


Mr.
Jeff Hawthorne


Uni-Pixel
Displays, Inc.


8708
Technology Forest Place, Suite 100


The
Wood lands, TX 77381


 


	RE:	XSense
    License Agreements


 


Dear
Jeff:


 


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.


 


1.
Assignment and Notices: The following Atmel Affiliate is hereby added as a Party to the XSense Licenses:


 


Microchip
Technology (Barbados) II Inc., organized under the laws of the Caymen Islands, with a principal place of business at co/Intertrust
Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY l -9005, Cayman Island.


 


This
entity along with Atmel Corporation and its Affiliates are collectively referred to as “Atmel” or “Licensor”.
In light of integration activities, the XSense Licenses may be assigned from Atmel Corporation to Microchip Technology Inc. at
a later date by providing Uni-Pixel written notice.


 


Licensor’s
contact information in the Notices section of the XSense Licenses is updated as follows:


 


If
to Licensor, to:


Atmel
Corporation


c/o
Microchip Technology Inc.


2355
W. Chandler Blvd.


Chandler,
Arizona, 85224


Attn:
Legal Department


Fax:
480-792-4112


 


2.
GIS Sublicense: In addition to the Unipixel license rights described in Section 2. 1 of the XSense Patent License,
and subject to the terms and conditions of the XSense Licenses and this letter agreement, Microchip grants Uni-Pixel a non-transferrable, non-assignable, non-exclusive, royalty-bearing sublicense, under the Licensed XSense IP and Licensed XSense Patents, solely
to the following company to make, use, offer for sale, sell and import Licensed XSense Products:


 




    	 	 	 



    	 	 	 



    

 





General
Interface Solution Limited, a Samoa corporation with a principal place of Offshore Chambers, P.O. BOX 217, Apia, Samoa. (http://www.gis-touch.com/html/index.php)


 


Uni-Pixel’s sublicense agreement with GIS: (a) is subject to Licensor’s review and prior approval; (b) will flow down the confidentiality
terms of the XSense Licenses, and recordkeeping and auditing terms of the XSense Patent License; (c) provide for reporting and
payment of royalties and/or fees due to Uni-Pixel; and (d) provide that, at Licensor’s discretion: (i) sublicesee’s
books and records may be audited by Licensor, and (ii) Licensor will assume the sublicense agreement if either XSense License
is terminated, in which case such sublicense will survive and remain in full force and effect under its terms. Uni-Pixel will
be responsible for GIS’ compliance with the terms of the sublicense agreement.


 


3.
Royalties from GIS Sales:


 


	 	a)	Under
    the XSense Patent License, the Royalty Rate for the GIS sublicense is 5.7%. Uni-Pixel will pay Licensor royalties for the
    GIS sublicense for each one year Royalty Period based on the Annual Royalty described below. A minimum of 4% of such Annual
    Royalty will be paid in cash, in which case the remaining 1.7% will be paid to Licensor in Uni-Pixel stock or other consideration
    as mutually agreed upon by the Parties.
	 	 	 
	 	b)	The
    Annual Royalty is the product of: (i) the Sublicense Price during the applicable one-year Royalty Period, multiplied by
    (ii) the Royalty Rate of 5.7%.
	 	 	 
	 	c)	The
    maximum amount of cumulative annual royalties payable by Uni-Pixel to Licensor for the GIS sublicense is thirteen million,
    two hundred and fifty thousand dollars ($13,250,000.00).
	 	 	 
	 	d)	For
    purposes of calculating royalties for the GIS sublicense, the definition of “Sublicense Price” is as follows:
	 	 	 
	 	 	“Sublicense
    Price” means the Licensed XSense Product manufacturing costs used by Uni-Pixel to calculate the royalty payable
    under its sublicense agreement with GIS, provided always that the Sublicense Price will reflect an arm’s length transaction
    between a willing licensor and a willing licensee and be no less than the manufacturing cost incurred by other manufacturers
    involving the most similar products sold in the same volume in an arms-length transaction, as reasonably determined by Uni-Pixel
    and auditable by Licensor. GIS’ sales of Licensed XSense Product to Uni-Pixel will not be subject to a royalty under
    this paragraph 3.


 


4.
Royalties from Unipixel Sales:


 


	 	a)	As
    of the effective date of this letter agreement, the Royalty Rate for Uni-Pixel’s license rights under the XSense Patent
    License increases to 4%.
	 	 	 
	 	b)	During
    the Initial Term, Uni-Pixel will pay Licensor a minimum royalty amount for each one-year Royalty Period equal to the greater
    of:
	 	 	(i)	The
    Annual Royalty (described below), or
	 	 	(ii)	Three
    Million, two hundred and fifty thousand dollars ($3,250,000.00).
	 	 	 
	 	c)	During
    the Renewal Term, Uni-Pixel will pay Licensor royalties for each one year Royalty Period based on the Annual Royalty, as described
    below.
	 	 	 
	 	d)	The
    Annual Royalty paid by Uni-Pixel to Licensor is the product of: (i) the total Net Sales for Licensed XSense Products sold
    by Unipixel during the one-year Royalty Period, multiplied by (ii) the applicable Royalty Rate (described in paragraph 4a
    of this letter agreement).
	 	 	 
	 	e)	For
    purposes of calculating royalties based on Uni-Pixel sales, the definitions of “Net Sales” and “Sales Price”
    are as follows:


 




    	 	 	 



    	 	 	 



    




 


“Net
Sales” means the Sales Price, less taxes and actual shipping charges included in those revenues.


 


“Sales
Price” means Uni-Pixel’s gross revenue recognized from the sale, use or other disposition of a Licensed XSense
Product by Licensee (including Affiliates). For sales by Uni-Pixel’s Affiliates to final customers, the revenues recognized
from sales or dispositions to such final customers will be used. For sales that are not simple arms-length transactions (for example,
when the Licensed XSense Product is (i) bartered, given away, leased, used internally, or incorporated into or sold in combination
with other products or (ii) combined with other products), the Sales Price will be no less than the amount charged for the most
similar products sold in the same volume in arms-length sales.


 


	 	f)	To
    be clear, royalties from the GIS sublicense are separate from and do not count toward the minimum annual royalty amount paid
    for Un i-Pixel’s license during the Initial Term (described in paragraph 4b of this letter agreement), the maximum cumulative
    annual royalties during the Renewal Period (described in Section 3.4 of the XSense Patent License), nor the calculation of
    when the Non-Refundable Prepayment has been fully used and credited (described in Section 3.6(b) of the XSense Patent License).


 


5.
General:
All capitalized terms not defined in this letter agreement have the meaning assigned to them in the XSense Licenses. Except as
expressly stated in this letter agreement, the terms and conditions of such XSense licenses remain in full force and effect. However,
if there is a conflict between the terms of this letter agreement and the XSense Licenses, the terms of this letter agreement
will govern.


 


Please
indicate Uni-Pixel’s agreement to the terms of this letter agreement below.


 


Sincerely,


 





	/s/
    Steve Sanghi	 
	Steve
    Sanghi	 
	Atmel
    Corporation, CEO	 
	Microchip Technology
    (Barbados) II Inc., President	 
	 	 
	ACKNOWLEDGED AND
    AGREED TO BY:	 
	 	 
	/s/
    Jeff Hawthorne	 
	Jeff Hawthorne	 
	Uni-Pixel Displays,
    Inc., CEO	 
	Date: February
    15, 2017