Exhibit
10.30


 


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.


 


IN ADDITION, THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY
HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN
THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A
PERIOD OF SIX (6) MONTHS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS
OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION
STATEMENT NO.: 333-169279 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


UNI-PIXEL, INC.


 


UNDERWRITER
WARRANT


 


[               ]
shares of Common Stock


 


[             ],
2010


 


This UNDERWRITER WARRANT (this
“Warrant”) of Uni-Pixel, Inc.,
a corporation duly organized and validly existing under the laws of the State
of Delaware (the “Company”), is
being issued pursuant to that certain Underwriting Agreement, dated as of [                   ],
2010 (the “Underwriting Agreement”),
between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering
(the “Offering”) of [                   ] shares
of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the
Underwriter.


 


FOR VALUE RECEIVED, the Company hereby grants to MDB Capital Group, LLC and
its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the
Company up to [                   ] ([                   ])
shares of Common Stock (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase
price equal to $[                   ] (the
“Exercise Price”), subject to the
terms, conditions and adjustments set forth below in this Warrant.


 


1.           Date
of Warrant Exercise.  This Warrant shall become exercisable on the
date that is one (1) year from the Base Date (the “Exercise Date”).  As used in this
Warrant, the term “Base Date”
shall mean [                   ],
2011.  Except as otherwise provided for herein or as permitted by
applicable rules of the Financial Industry Regulatory Authority, Inc.,
(“FINRA”) this Warrant and the underlying
Warrant Shares shall not be sold, transferred, assigned, pledged or
hypothecated prior to the date that is 180 days following the Base Date
pursuant to FINRA Rule 5110(g)(1).


 


2.           Expiration
of Warrant.  This Warrant shall expire on the five (5) year
anniversary of the Base Date (the “Expiration
Date”).


 


3.           Exercise
of Warrant.  This Warrant shall be exercisable pursuant to the terms
of this Section 3.


 


3.1          Manner
of Exercise.


 


(a)           This
Warrant may only be exercised by the Holder hereof on or after the Exercise
Date and on or prior to the Expiration Date, in accordance with the terms and
conditions hereof, in whole or in part (but not as to fractional shares) with
respect to any portion of this Warrant, during the Company’s normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in Los Angeles, 


 


1

















 


California or The Woodlands, Texas
are authorized by law to be closed (a “Business
Day”), by surrender of this Warrant to the Company at its office
maintained pursuant to Section 10.2(a) hereof, accompanied by a
written exercise notice in the form attached as Exhibit A to
this Warrant (or a reasonable facsimile thereof) duly executed by the Holder,
together with the payment of the aggregate Exercise Price for the number of
Warrant Shares purchased upon exercise of this Warrant.  Upon surrender of
this Warrant, the Company shall cancel this Warrant document and shall, in the
event of partial exercise, replace it with a new Warrant document in accordance
with Section 3.3.


 


(b)           Except
as provided for in Section 3.1(c) below, each exercise of this
Warrant must be accompanied by payment in full of the aggregate Exercise Price
in cash by check or wire transfer in immediately available funds for the number
of Warrant Shares being purchased by the Holder upon such exercise.


 


(c)           The
aggregate Exercise Price for the number of Warrant Shares being purchased may
also, in the sole discretion of the Holder, be paid in full or in part on a “cashless
basis” at the election of the Holder:


 


(i)                                         in the form of Common Stock owned by the Holder (based on
the Fair Market Value (as defined below) of such Common Stock on the date of
exercise);


 


(ii)                                      in the form of Warrant Shares surrendered by the Holder from
the Warrant Shares otherwise to be received upon exercise of this Warrant
having an aggregate Fair Market Value on the date of exercise equal to the
aggregate Exercise Price of the Warrant Shares being purchased by the Holder;
or


 


(iii)                                   by a combination of the foregoing, provided that the
combined value of all cash and the Fair Market Value of any shares surrendered
to the Company is at least equal to the aggregate Exercise Price for the number
of Warrant Shares being purchased by the Holder.


 


For purposes of this Warrant, the
term “Fair Market Value” means
with respect to a particular date, the average closing price of the Common
Stock for the five (5) trading days immediately preceding the applicable
exercise herein as officially reported by the principal securities exchange on
which the Common Stock is then listed or admitted to trading, or, if the Common
Stock is not listed or admitted to trading on any securities exchange as
determined in good faith by resolution of the Board of Directors of the
Company, based on the best information available to it.


 


For purposes of illustration of a
cashless exercise of this Warrant under Section 3.1(c)(ii) (or for a
portion thereof for which cashless exercise treatment is requested as
contemplated by Section 3.1(c)(iii) hereof), the calculation of such
exercise shall be as follows:


 


X = Y (A-B)/A


 


where:


 


X
=                             the
number of Warrant Shares to be issued to the Holder (rounded to the nearest
whole share).


 


Y
=                             the
number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
=                             the
Fair Market Value of the Common Stock.


 


B
=                             the
Exercise Price.


 


(d)      
    For purposes of Rule 144 and sub-section (d)(3)(ii) thereof,
it is intended, understood, and acknowledged that the Common Stock issuable
upon exercise of this Warrant in a cashless exercise transaction as described
in Section 3.1(c) above shall be deemed to have been acquired at the
time this Warrant was issued.  Moreover, it is intended, understood, and
acknowledged that the holding period for the Common Stock issuable 


 


2

















 


upon exercise of this Warrant in a
cashless exercise transaction as described in Section 3.1(c) above
shall be deemed to have commenced on the date this Warrant was issued.


 


3.2          When
Exercise Effective.  Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been duly surrendered to the Company as
provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be issuable upon
exercise as provided in Section 3.3 hereof shall be deemed to have become
the holder or holders of record thereof of the number of Warrant Shares
purchased upon exercise of this Warrant.


 


3.3          Delivery
of Common Stock Certificates and New Warrant.  As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, and in
any event within five (5) Business Days thereafter, the Company, at its
expense (including the payment by it of any applicable issue taxes), will cause
to be issued in the name of and delivered to the Holder hereof or, subject to
Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any
applicable transfer taxes) may direct:


 


(a)           a
certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares to which the Holder shall be entitled upon
exercise; and


 


(b)           in
case exercise is in part only, a new Warrant document of like tenor, dated the
date hereof, for the remaining number of Warrant Shares issuable upon exercise
of this Warrant after giving effect to the partial exercise of this Warrant
(including the surrender of any Warrant Shares as payment of the Exercise Price
for such partial exercise of this Warrant).


 


4.           Certain
Adjustments.  For so long as this Warrant is outstanding:


 


4.1           Mergers
or Consolidations.  If at any time after the date hereof there shall
be a capital reorganization (other than a combination or subdivision of Common
Stock otherwise provided for herein) resulting in a reclassification to or
change in the terms of securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or
consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or a governmental agency (a “Person” or the “Persons”)
(other than a merger with another Person in which the Company is a continuing
corporation and which does not result in any reclassification or change in the
terms of securities issuable upon exercise of this Warrant or a merger effected
exclusively for the purpose of changing the domicile of the Company) (a “Merger”), then, as a part of such
Reorganization or Merger, lawful provision and adjustment shall be made so that
the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities
or property receivable upon such Reorganization or Merger by a holder of the
number of shares of Common Stock which might have been purchased
upon exercise of this Warrant immediately prior to such Reorganization or
Merger.  In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the Reorganization or Merger to the end that the
provisions of this Warrant (including adjustment of the Exercise Price then in
effect and the number of Warrant Shares) shall be applicable after that event,
as near as reasonably may be, in relation to any shares of stock, securities,
property or other assets thereafter deliverable upon exercise of this
Warrant.  The provisions of this Section 4.1 shall similarly apply to
successive Reorganizations and/or Mergers.


 


4.2           Splits
and Subdivisions; Dividends.  In the event the Company should at any
time or from time to time effectuate a split or subdivision of the outstanding
shares of Common Stock or pay a dividend in or make a distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive, directly or indirectly,
additional shares of Common Stock (hereinafter referred to as “Common Stock
Equivalents”) without payment of any consideration by such holder for the
additional shares of Common Stock or Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of the applicable record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share
Exercise Price shall be appropriately decreased and the number of Warrant
Shares shall be appropriately increased in proportion to such increase (or
potential increase) of 


 


3

















 


outstanding shares; provided,
however, that no adjustment shall be made in the event the split, subdivision,
dividend or distribution is not effectuated.


 


4.3           Combination
of Shares.  If the number of shares of Common Stock outstanding at any
time after the date hereof is decreased by a combination of the outstanding
shares of Common Stock, the per share Exercise Price shall be appropriately
increased and the number of shares of Warrant Shares shall be appropriately
decreased in proportion to such decrease in outstanding shares.


 


4.4           Adjustments
for Other Distributions.  In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of indebtedness
issued by the Company or other Persons, assets (excluding cash dividends or
distributions to the holders of Common Stock paid out of current or retained
earnings and declared by the Company’s board of directors) or options or rights
not referred to in Sections 4.2 or 4.3 then, in each such case for the purpose
of this Section 4.4, upon exercise of this Warrant, the Holder shall be
entitled to a proportionate share of any such distribution as though the Holder
was the actual record holder of the number of Warrant Shares as of the record
date fixed for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.


 


5.           No
Impairment.  The Company will not, by amendment of its certificate of
incorporation or by-laws or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or
appropriate in order to protect the rights of the Holder against impairment.


 


6.           Notice
as to Adjustments.  With respect to each adjustment pursuant to Section 4
of this Warrant, the Company, at its expense, will promptly compute the
adjustment or re-adjustment in accordance with the terms of this Warrant and
furnish the Holder with a certificate setting forth, in reasonable detail, the
event requiring the adjustment or re-adjustment and the amount of such
adjustment or re-adjustment, the method of calculation thereof and the facts
upon which the adjustment or re-adjustment is based, and the Exercise Price and
the number of Warrant Shares or other securities purchasable hereunder after giving
effect to such adjustment or re-adjustment,  which report shall be
mailed by first class mail, postage prepaid to the Holder.  The Company
will also keep copies of all reports at its office maintained pursuant to Section 10.2(a) hereof
and will cause them to be available for inspection at the office during normal
business hours upon reasonable advance notice by the Holder or any prospective
purchaser of the Warrant designated by the Holder thereof.


 


7.           Reservation
of Shares.  The Company shall, solely for the purpose of effecting the
exercise of this Warrant, at all times during the term of this Warrant, reserve
and keep available out of its authorized shares of Common Stock, free from all
taxes, liens and charges with respect to the issue thereof and not subject to
preemptive rights or other similar rights of shareholders of the Company, such
number of its shares of Common Stock as shall from time to time be sufficient
to effect in full the exercise of this Warrant.  If at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect in full the exercise of this Warrant, in addition to such other
remedies as shall be available to Holder, the Company will promptly take such
corporate action as may, in the opinion of its counsel, be necessary to
increase the number of authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes, including without
limitation, using its Reasonable Best Efforts (as defined in Section 14
hereof) to obtain the requisite shareholder approval necessary to increase the
number of authorized shares of Common Stock.  The Company hereby
represents and warrants that all shares of Common Stock issuable upon exercise
of this Warrant shall be duly authorized and, when issued and paid for upon
exercise as provided herein, shall be validly issued, fully paid and
nonassessable.


 


8.           Registration
and Listing.


 


8.1          Definition
of Registrable Securities; Majority.  As used herein, the term “Registrable Securities” means any shares of
Common Stock issuable upon the exercise of this Warrant, until the date (if
any) on which such shares shall have been transferred or exchanged and new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force.  For 


 


4

















 


purposes of this Warrant, the term “Majority”, in reference to the holders of
Registrable Securities, shall mean in excess of fifty percent (50%) of the then
outstanding Warrant Shares (assuming the exercise of the entire Warrant) that: (i) are
not held by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their family, Persons
acting as nominees or in conjunction therewith and (ii) have not be resold
to the public pursuant to a registration statement filed under the Securities
Act.


 


8.2          Incidental
Registration Rights.


 


(a)           If
the Company, at any time on or after the Base Date, proposes to register any of
its securities under the Securities Act (other than in connection with a
registration on Form S-4 or S-8 or any successor forms) whether for its
own account or for the account of any holder or holders of its shares other
than Registrable Securities (any shares of such holder or holders (but not those
of the Company and not Registrable Securities) with respect to any registration
are referred to herein as, “Other Shares”),
the Company shall each such time give prompt (but not less than thirty (30)
days prior to the anticipated effectiveness thereof) written notice to the
holders of Registrable Securities of its intention to do so.  Upon the
written request of any such holder of Registrable Securities made within ten (10) days
after the receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder), except as set forth in Section 8.2(b),
the Company will use its Reasonable Best Efforts to effect the
registration under the Securities Act of all of the Registrable Securities
which the Company has been so requested to register by such holder, to the
extent requisite to permit the disposition of the Registrable Securities so to
be registered, by inclusion of such Registrable Securities in the registration
statement which covers the securities which the Company proposes to
register; provided, however, that
if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any
reason in its sole discretion either to not register, to delay or to withdraw
registration of such securities, the Company may, at its election, give written
notice of such determination to such holder and, thereupon: (i) in the
case of a determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection
therewith), (ii) in the case of a determination to delay registration,
shall be permitted to delay registering any Registrable Securities for the same
period as the delay in registering such other securities (including the
Other Shares), and (iii) in the case of a determination to withdraw
registration, shall be permitted to withdraw registration.  The Company
will pay all Registration Expenses in connection with each registration of
Registrable Securities pursuant to this Section 8.2.


 


(b)           If
the Company at any time proposes to register any of its securities under the
Securities Act as contemplated by this Section 8.2 and such securities are
to be distributed by or through one or more underwriters, the Company will, if
requested by a holder of Registrable Securities, use its Reasonable Best
Efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be
distributed by such underwriters, provided that if the managing underwriter of
such underwritten offering shall inform the Company by letter of its belief
that inclusion in such distribution of all or a specified number of such
securities proposed to be distributed by such underwriters would interfere with
the successful marketing of the securities being distributed by such
underwriters (such letter to state the basis of such belief and the approximate
number of such Registrable Securities, such Other Shares and shares held by the
Company proposed so to be registered which may be distributed without such
effect), then the Company may, upon written notice to such holder, the other
holders of Registrable Securities, and holders of such Other Shares,
reduce pro rata in accordance with the number of shares of Common Stock desired
to be included in such registration (if and to the extent stated by such
managing underwriter to be necessary to eliminate such effect) the number of
such Registrable Securities and Other Shares the registration of which shall
have been requested by each holder thereof so that the resulting aggregate
number of such Registrable Securities and Other Shares so included in such
registration, together with the number of securities to be included in such
registration for the account of the Company, shall be equal to the number of
shares stated in such managing underwriter’s letter.


 


8.3          Registration
Procedures.  Whenever the holders of Registrable Securities have
properly requested that any Registrable Securities be registered pursuant to
the terms of this Warrant, the Company shall use its Reasonable Best Efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:


 


5

















 


(a)           prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its Reasonable Best Efforts to cause such registration
statement to become effective;


 


(b)           notify
such holders of the effectiveness of each registration statement filed
hereunder and prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to (i) keep such registration statement effective and the
prospectus included therein usable for a period commencing on the date that
such registration statement is initially declared effective by the SEC and
ending on the date when all Registrable Securities covered by such registration
statement have been sold pursuant to the registration statement or cease to be
Registrable Securities, and (ii) comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;


 


(c)           furnish
to such holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and such other documents as
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders;


 


(d)           use
its Reasonable Best Efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as such
holders reasonably request and do any and all other acts and things which may
be reasonably necessary or advisable to enable such holders to consummate the
disposition in such jurisdictions of the Registrable Securities owned by
such holders; provided, however, that
the Company shall not be required to: (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph; (ii) subject itself to taxation in any such
jurisdiction; or (iii) consent to general service of process in any such
jurisdiction;


 


(e)           notify
such holders, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in such registration statement contains an
untrue statement of a material fact or omits any material fact necessary to
make the statements therein, in light of the circumstances in which they are
made, not materially misleading, and, at the reasonable request of such holders,
the Company shall prepare a supplement or amendment to such prospectus so that,
as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances in which they are made, not materially misleading;


 


(f)     
      provide a transfer agent and registrar for
all such Registrable Securities not later than the effective date of such
registration statement;


 


(g)           make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, managers, employees and independent accountants
to supply all information reasonably requested by any such underwriter, attorney,
accountant or agent in connection with such registration statement;


 


(h)     
     otherwise use its Reasonable Best Efforts to
comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement of the Company, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and, at the option
of the Company, Rule 158 thereunder;


 


(i)     
      in the event of the issuance of any stop
order suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company shall use its Reasonable
Best Efforts promptly to obtain the withdrawal of such order;


 


6

















 


(j)     
      use its Reasonable Best Efforts to cause
any Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities; and


 


(k)     
      if the offering is underwritten, use its
Reasonable Best Efforts to furnish on the date that Registrable Securities are
delivered to the underwriters for sale pursuant to such registration, an
opinion dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters covering such issues as are
reasonably required by such underwriters.


 


8.4          Listing. 
The Company shall secure the listing of the Common Stock underlying this
Warrant upon each national securities exchange or automated quotation system
upon which shares of Common Stock are then listed or quoted (subject to
official notice of issuance) and shall maintain such listing of shares of
Common Stock.  The Company shall at all times comply in all material
respects with the Company’s reporting, filing and other obligations under the
by-laws or rules of The Nasdaq Capital Market (or such other national
securities exchange or market on which the Common Stock may then be listed, as
applicable).


 


8.6          Expenses. 
The Company shall pay all Registration Expenses relating to the registration
and listing obligations set forth in this Section 8.  For purposes of
this Warrant, the term “Registration Expenses”
means: (a) all registration, filing and FINRA (as defined below) fees, (b) all
reasonable fees and expenses of complying with securities or blue sky laws, (c) all
word processing, duplicating and printing expenses, (d) the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance, (e) premiums
and other costs of policies of insurance (if any) against liabilities arising
out of the public offering of the Registrable Securities being registered if
the Company desires such insurance, if any, and (f) fees and disbursements
of one counsel for the selling holders of Registrable Securities; provided however, that, in any case
where Registration Expenses are not to be borne by the Company, such expenses
shall not include (and such expenses shall be borne by the Company): (i) salaries
of Company personnel or general overhead expenses of the Company, (ii) auditing
fees, (iii) premiums or other expenses relating to liability insurance
required by underwriters of the Company, or (iv) other expenses for the
preparation of financial statements or other data, to the extent that any of
the foregoing either is normally prepared by the Company in the ordinary course
of its business or would have been incurred by the Company had no public
offering taken place.  Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the sale of any
Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.


 


8.7          Information
Provided by Holders.  Any holder of Registrable Securities included in
any registration shall furnish to the Company such information as the Company
may reasonably request in writing to enable the Company to comply with the
provisions hereof in connection with any registration referred to in this
Warrant.


 


8.8          FINRA
Cobradesk Filings.  In the event that a registration statement
covering the Registrable Securities is filed, within one (1) Business Day
of the filing of such registration statement, the Company will prepare and file
the selling stockholder resale offering described in such registration
statement for review by the Financial Industry Regulatory Authority (“FINRA”) via the FINRA’s CobraDesk filing
system (“CobraDesk Filing”) for
the purpose of having the prospectus contained within such registration
statement treated as a “base prospectus” in connection with such resale
offering.  The Company will use its Reasonable Best Efforts to have the
CobraDesk Filing approved by FINRA within thirty (30) days of such filing
date.  The Company shall bear all expenses of the CobraDesk Filing,
including fees and expenses of counsel or other advisors to the Holder. 
In all circumstances, the Company shall pay for all FINRA filing fees
associated with the CobraDesk Filing.


 


8.9          Effectiveness
Period.  The Company shall use its Reasonable Best Efforts to keep
each registration statement contemplated hereunder continuously effective under
the Securities Act until the date which is the earlier date of when (i) all
Registrable Securities covered by such Registration Statement have been sold or
(ii) all Registrable Securities covered by such Registration Statement may
be sold immediately without registration under the Securities Act and without
volume restrictions pursuant to Rule 144 under the Securities Act, as
determined by the counsel to the Company pursuant to a written opinion letter
to such effect, addressed and reasonably acceptable to the Company’s transfer
agent and the affected holders of Registrable Securities.


 


7

















 


8.10        Net
Cash Settlement.  Notwithstanding anything herein to the contrary, in
no event will the Holder hereof be entitled to receive a net-cash settlement as
liquidated damages in lieu of physical settlement in shares of Common Stock,
regardless of whether the Common Stock underlying this Warrant is registered
pursuant to an effective registration statement; provided, however, that the
foregoing will not preclude the Holder from seeking other remedies at law or
equity for breaches by the Company of its registration obligations hereunder.


 


9.           Restrictions
on Transfer.


 


9.1          Restrictive
Legends.  This Warrant and each Warrant issued upon transfer or in
substitution for this Warrant pursuant to Section 10 hereof, each
certificate for Common Stock issued upon the exercise of the Warrant and each
certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section 9. 
Each of the foregoing securities shall be stamped or otherwise imprinted with a
legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities
laws.


 


9.2          Notice
of Proposed Transfer.  Prior to any transfer of any securities which
are not registered under an effective registration statement under the
Securities Act (“Restricted Securities”),
which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the
Holder will give written notice to the Company of the Holder’s intention to
effect a transfer (and shall describe the manner and circumstances of the
proposed transfer). The following provisions shall apply to any proposed
transfer of Restricted Securities:


 


(i)           If
in the opinion of counsel for the Holder reasonably satisfactory to the Company
the proposed transfer may be effected without registration of the Restricted
Securities under the Securities Act (which opinion shall state in detail the
basis of the legal conclusions reached therein), the Holder shall thereupon be
entitled to transfer the Restricted Securities in accordance with the
terms of the notice delivered by the Holder to the Company.  Each
certificate representing the Restricted Securities issued upon or in connection
with any transfer shall bear the restrictive legends required by Section 9.1
hereof.


 


(ii)          If
the opinion called for in (i) above is not delivered, the Holder shall not
be entitled to transfer the Restricted Securities until either: (x) receipt
by the Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section 9.2 and fulfillment of the provisions of clause
(i) above, or (y) such Restricted Securities have been effectively
registered under the Securities Act.


 


9.3          Certain
Other Transfer Restrictions.  Notwithstanding any other provision of
this Section 9: (i) prior to the Exercise Date, this Warrant or the
Restricted Securities thereunder may only be transferred or assigned to the
persons permitted under FINRA Rule 5110(g), and (ii) no opinion of
counsel shall be necessary for a transfer of Restricted Securities by the
holder thereof to any Person employed by or owning equity in the Holder, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if the transferee were the original purchaser hereof and such
transfer is permitted under applicable securities laws.


 


9.4          Termination
of Restrictions.  Except as set forth in Section 9.3 hereof, the
restrictions imposed by this Section 9 upon the transferability of
Restricted Securities shall cease and terminate as to any particular Restricted
Securities: (a) which shall have been effectively registered under the
Securities Act, or (b) when, in the opinion of counsel for the Company,
such restrictions are no longer required in order to insure compliance with the
Securities Act or Section 10 hereof.


 


10.         Ownership,
Transfer, Sale and Substitution of Warrant.


 


10.1        Ownership
of Warrant.  The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section 10.2(b) hereof
as the owner and holder thereof for all purposes, notwithstanding any notice to
the contrary, except that, if and when any Warrant is properly assigned in
blank, the Company may (but shall not be obligated to) treat the bearer thereof
as the owner of such Warrant for all purposes, notwithstanding any notice to
the contrary.  Subject to Sections 9 and 10 hereof, this Warrant, if
properly assigned, may be exercised by a new holder without a new Warrant first
having been issued.


 


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10.2        Office;
Exchange of Warrant.


 


(a)           The
Company will maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set forth in
the Company’s most current filing (as of the date notice is to be given) under
the Securities Exchange Act of 1934, as amended, or as the Company otherwise
notifies the Holder.


 


(b)           The
Company shall cause to be kept at its office maintained pursuant to Section 10.2(a) hereof
a Warrant Register for the registration and transfer of the Warrant.  The
name and address of the holder of the Warrant, the transfers thereof and the
name and address of the transferee of the Warrant shall be registered in such
Warrant Register.  The Person in whose name the Warrant shall be so
registered shall be deemed and treated as the owner and holder thereof for all
purposes of this Warrant, and the Company shall not be affected by any notice
or knowledge to the contrary.


 


(c)           Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section 10.2(a) hereof,
the Company at its expense will (subject to compliance with Section 9
hereof, if applicable) execute and deliver to or upon the order of the Holder
thereof a new Warrant of like tenor, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face thereof for the number of shares
of Common Stock called for on the face of the Warrant so surrendered (after
giving effect to any previous adjustment(s) to the number of Warrant
Shares).


 


10.3        Replacement
of Warrant.  Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, upon delivery
of indemnity reasonably satisfactory to the Company in form and amount or, in
the case of any mutilation, upon surrender of this Warrant for cancellation at
the office of the Company maintained pursuant to Section 10.2(a) hereof,
the Company, at its expense, will execute and deliver, in lieu thereof, a
new Warrant of like tenor and dated the date hereof.


 


10.4        Opinions. 
In connection with the sale of the Warrant Shares by Holder, the Company agrees
to cooperate with the Holder, and at the Company’s expense, have its counsel
provide any legal opinions required to remove the restrictive legends from the
Warrant Shares in connection with a sale, transfer or legend removal request of
Holder.


 


11.          No
Rights or Liabilities as Stockholder.  No Holder shall be entitled to
vote or receive dividends or be deemed the holder of any shares of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided
herein.  The Holder will not be entitled to share in the assets of the
Company in the event of a liquidation, dissolution or the winding up of the
Company.


 


12.           Notices. 
Any notice or other communication in connection with this Warrant shall be
given in writing and directed to the parties hereto as follows: (a) if to
the Holder, c/o Anthony DiGiandomenico, Principal (d@mdb.com), or (b) if
to the Company, to the attention of its Chief Executive Officer at its office
maintained pursuant to Section 10.2(a) hereof; provided, that the exercise of the
Warrant shall also be effected in the manner provided in Section 3
hereof.  Notices shall be deemed properly delivered and received when
delivered to the notice party (i) if personally delivered, upon receipt or
refusal to accept delivery, (ii) if sent via facsimile, upon mechanical
confirmation of successful transmission thereof generated by the sending
telecopy machine, (iii) if sent by a commercial overnight courier for
delivery on the next Business Day, on the first Business Day after deposit with



 


9

















 


such courier service, or (iv) if
sent by registered or certified mail, five (5) Business Days after deposit
thereof in the U.S. mail.


 


13.           Payment
of Taxes.  The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the transfer or
registration of this Warrant or any certificate for shares of Common Stock
underlying this Warrant in a name other that of the Holder.  The Holder is
responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving shares of Common Stock underlying
this Warrant upon exercise hereof.


 


14.           Miscellaneous. 
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. 
This Warrant shall be construed and enforced in accordance with and governed by
the laws of the State of Delaware.  The section headings in this Warrant
are for purposes of convenience only and shall not constitute a part
hereof.  When used herein, the term “Reasonable
Best Efforts” means, with respect to the applicable obligation of
the Company, reasonable best efforts for similarly situated, publicly-traded
companies.


 


IN WITNESS WHEREOF, the Company has caused this Underwriter Warrant to be duly
executed as of the date first above written.


 


	
   

  	
  UNI-PIXEL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


10
















 


EXHIBIT A


FORM OF
EXERCISE NOTICE


[To be executed only upon
exercise of Warrant]


 


To UNI-PIXEL, INC.:


 


The undersigned registered holder of
the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1
of the Warrant with respect to                                          
Warrant Shares, at an exercise price per share of $[                    ],
and requests that the certificates for such Warrant Shares be issued, subject
to Sections 9 and 10, in the name of, and delivered to:


 


	
   

  	
   

  
	
   

  	
   

  



 


The undersigned is hereby making
payment for the Warrant Shares in the following manner: [check one]


 


o            by
cash in accordance with Section 3.1(b) of the Warrant


 


o            via
cashless exercise in accordance with Section 3.1(c) of the Warrant in
the following manner:


 


	
   

  
	
   

  



 


The undersigned hereby represents
and warrants that it is, and has been since its acquisition of the Warrant, the
record and beneficial owner of the Warrant.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print or Type Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature must conform in all
  respects to name of holder as specified on the face of Warrant)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  	
   

  
						



 


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EXHIBIT B


FORM OF
ASSIGNMENT


[To be executed only upon
transfer of Warrant]


 


For value received, the undersigned
registered holder of the within Warrant hereby sells, assigns and transfers
unto                                          
[include name and addresses] the rights represented by the Warrant to purchase                      
shares of Common Stock of UNI-PIXEL, INC. to which the Warrant relates,
and appoints                                    
Attorney to make such transfer on the books of UNI-PIXEL, INC. maintained
for the purpose, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform in all
  respects to name of holder as specified on the face of Warrant)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed in the presence of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature of Transferee)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed in the presence of:

  	
   

  	
   

  	
   

  	
   

  



 


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