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 15, 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 March 1, 2017 (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 of Common Stock (including, without
limitation, the Shares or the Warrant Shares underlying the Warrants purchased pursuant to the SPA and/or the Registration Statement)
in an amount more than __%1 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 sales
(whether “long” or “short” (each as defined in Regulation SHO of the Securities Exchange Act of 1934,
as amended) by the Holder or any of the Holder’s Trading Affiliates at a price greater than $1.10 (in each case, as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date hereof).







 


 



1
Insert percentage equal to the product of (i) 35% and (ii) the quotient determined by dividing (x) the number of Shares
and shares of Common Stock underlying the Warrants, in each case purchased pursuant to the SPA by the Holder and such Holder's
Trading Affiliates, by (y) the number of Shares and shares of Common Stock underlying the Warrants, in each case purchased pursuant
to the SPA by the Holder and all Other Holders.


 




    	 



    	 		 



    

 





Notwithstanding the
foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition
of, any actions during the Restricted Period with respect to the location of, reservation of, borrowing of, arrangement to borrow,
identification of the availability of, and/or securing of, securities of the Company in order for the Holder or any of its older
Trading Affiliates (or their respective broker or other financial representative) to effect short sales (as defined in Regulation
SHO of the Securities Exchange Act of 1934, as amended) or similar transactions.







 


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”), and the Holder shall not be responsible
in any way for the performance of the obligations of any 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 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 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 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 to be joined as an additional party in any proceeding for such purpose.


 




    	2



    	 		 



    

 


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 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]


 




    	3



    	 		 



    

 


	 	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]