Amended Capacity License Agreement dated April 21, 2014

A. The Parties entered into that certain Capacity License Agreement with an Effective Date of March 21, 2013, (the "Agreement").

 

B.  Based on mutual agreement, the Parties desire to amend the following sections of the Agreement by as described herein.

 

 

1)	Section 1.3 of the Agreement is deleted in its entirety and replaced with the following new Section 1.3:

 

"Commission" means ten percent (10%) of Gross Revenue from the sale of all Sensors sold by UniPixel. For clarity, these include sales of Sensors to other than Intel and non-Intel Designated Customers as well as Intel Designated Customers.

 

2)	Sections 1.6 of the Agreement is deleted in its entirety and replaced with the following new Section 1.6:

 

"Equipment Assignment Trigger" means the occurrence of (i) UniPixel becoming subject to any bankruptcy, insolvency or liquidation proceeding during the Term of the Agreement; or (ii) UniPixel committing a material breach of the license agreement, which breach is not cured, if capable of cure, within thirty days' notice by Intel. Any inability by UniPixel to comply with the capacity requirements in Sections 4.3.1 or 4.3.2 will not constitute a material breach of the Agreement.

 

3)	Delete Section 1.7 of the Agreement, Expanded Commission, in its entirety.

 

4)	Delete Section 1.8 of the Agreement, Expanded Commission Triggers, in its entirety.

 

5)	Delete  Section  1.15 of  the  Agreement,  Non-Royalty-Bearing  Sensor  License,  in its entirety.

 

 

6)	Delete Section 1.16 of the Agreement, Non-Royalty-Bearing Sensor License Triggers, in its entirety.

 

7)	Delete Section 1.19 of the Agreement, Royalty-Bearing Sensor License, in its entirety.

 

8)	Delete Section 1.20 of the Agreement, Royalty-Bearing Sensor License Triggers, in its entirety.

 

9)	Delete Section 1.23 of the Agreement, Standard Commission, in its entirety.

 

10)	Sections 3.1of the Agreement is deleted in its entirety and replaced with the following new Section 3.1:

 

 

11)	Section 6.1of the Agreement is deleted in its entirety and replaced with the following new Section 6.1

 

 

12)	Section 6.2 of the Agreement is deleted in its entirety and replaced with the following new Section 6.2

 

Commission Payments. The Commission will be paid by UniPixel to Intel on a monthly basis. Within thirty (30) days of the end of each calendar month, UniPixel will provide a commission report to Intel in a form acceptable to Intel and UniPixel, signed by an authorized executive of UniPixel, detailing the Gross Revenue, the number and type of Sensor units sold during that month, the parties to whom they were sold and the amount of Commission payment due. Concurrently therewith, UniPixel will pay to Intel the Commission as stated on the commission report. UniPixel will provide upon request of Intel sufficient records to enable Intel to determine the Gross Revenue and Commission. UniPixel will retain such records for at least two (2) years following the end of the Term. Payment by UniPixel to Intel will be in U.S. dollars unless otherwise agreed in writing by the parties, no matter where the sale occurs. UniPixel will remit all amounts due to Intel by electronic wire transfer to an account specified by Intel, as long as remittance is compliant with applicable money export restrictions.

 

13)	Section 6.3 of the Agreement is deleted in its entirety and replaced with the following new Section 6.3

 

 

 

 

14)	Delete  Section 7.1 of  the Agreement,  Sensor License, in its entirety  and  all its subordinate clauses.

 

15)	Section 7.2 of the Agreement is deleted in its entirety adn replaced wiht the following new Section 7.2

 

Equipment Assignment.

7.2.1

In the event one of the Equipment Assignment Triggers listed in Section 1.6(ii) of the Agreement occurs during the Term and prior to payment in full of the Commission Cap, UniPixel may, at its sole option either (i) UniPixel hereby agrees to pre-pay to Intel Commission in an amount equal to the Commission Cap less the total of all previously paid Commissions to Intel or (ii) UniPixel hereby agrees to assign all title and ownership to the Equipment to Intel, either payment or assignment must occur within thirty (30) days of such occurrence.

7.2.2

In the event that the Equipment Assignment Trigger listed in Section 1.6(i) of the Agreement occurs during the Term and prior to payment in full of the Commission Cap, UniPixel hereby agrees to assign all title and ownership to the Equipment to Intel.

 

7.2.3

In the event that UniPixel assigns ownership to the Equipment under either Section 7.2.1or Section 7.2.2 of the Agreement, UniPixel will then immediately permit Intel or its designee access to UniPixel' s facilities and property where the Equipment resides to remove any Equipment. UniPixel will further provide all necessary assistance to Intel or its designee to complete documentation to secure title and ownership to the Equipment at no additional cost.

 

16)	Section 13.1of the Agreement is deleted in its entirety and replaced with the following new Section 13.1

 

 

17)	Section 14.3 of the Agreement is deleted in its entirety and replaced with the following new Section 14.3

 

 

 

 

 

	UNI-PIXEL DISPLAYS INC.		INTEL CORPORATION
	By: /s/ Jeff Hawthorne		By: /s/ Jacklyn Sturm
	Name: Jeff Hawthorne		Name: Jacklyn Sturm
	Title: CEO		Title: VP/CPO
	Date: April 21, 2014		Date: 4/21/14