UNI-PIXEL, INC. INVESTORS? RIGHTS AGREEMENT

Exhibit 10.2

UNI-PIXEL, INC.

INVESTORS’ RIGHTS AGREEMENT

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 13, 2007, by and among UNI-PIXEL, INC., a Delaware corporation, (the “Company”), and the investors listed in Schedule 1 hereto (each such investor individually, an “Investor” and, collectively, the “Investors”).

WHEREAS the Investors are parties to the Securities Purchase Agreement of even date herewith by and among the Company and the Investors (the “Securities Purchase Agreement”), and it is a condition to the closing of the sale of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and Warrants (as defined below) to the Investors that the Company execute and deliver this Agreement with the Investors.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

1.             Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below or elsewhere in this Agreement as described below:

“Affiliate” of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, as such terms are used and construed under Rule 144 (as defined below), and with respect to any Tudor Entity (as defined below), in addition to the foregoing, the term “Affiliate” shall also include the Related Entities.

“Board” means the Board of Directors of the Company.

“Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or Texas are authorized or required by law or other governmental action to close.

“Certificate of Designations” means the Certificate of Designations of the Series B Preferred Stock filed by the Company with the Secretary of State of the State of Delaware establishing the rights, preferences and privileges of the Series B Preferred Stock.

“Closing Date” has the meaning set forth in the Securities Purchase Agreement.

“Common Stock” means the Company’s common stock, par value $0.001 per share, (including any securities into which or for which such shares may be exchanged, or converted, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event).

“Conversion Shares” means the shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock, as set forth in the Certificate of

Designations.

“Equity Securities” means (i) any Common Stock, preferred stock or other equity security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, preferred stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, preferred stock or other equity security or (iv) any such option, warrant or right.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Fully Diluted Common Stock” means the outstanding Common Stock and the shares of Common Stock issued or issuable upon conversion in full of the shares of Series B Preferred Stock and exercise in full of the Warrants, together with all other Equity Securities of the Company outstanding as of any applicable record or measure date, treated on an as-if-converted or as-if-exercised basis, as applicable.

“Holder” means any Investor who holds Registrable Securities (as defined below) and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly transferred in accordance with Section 9 of this Agreement.

“Initial Public Offering” means the closing of the Company’s first public offering of the Company’s Common Stock registered under the Securities Act.

“Person” (whether or not capitalized) means an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

“Prospectus” means the prospectus included in any Registration Statement (as defined below) (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“Qualified Public Offering” means a bona fide public offering, pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company, by a reputable investment bank on a firm commitment underwriting basis in which (x) the price per share of Common Stock is at least five times (5x) the then applicable Series B Preferred Conversion Price (as defined in the Certificate of Designations), and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are $75,000,000 or more (or such other amount as approved by the Board, including at least one Series B Director (as defined in the Certificate of Designations), if any are

2

on the Board at such time), and following which offering the Common Stock is listed on the New York Stock Exchange or admitted to quotation on NASDAQ (or such other appropriate securities exchange as approved by the Board, including at least one Series B Director, if any are on the Board at such time).

Qualifying Holder means any Investor who (together with its Affiliates) holds Series B Preferred Stock and/or Warrants representing (on an as-if-converted and/or as-if-exercised basis, respectively) five percent (5%) or more of the Company’s Fully Diluted Common Stock.

The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a Registration Statement (as defined below) in compliance with the Securities Act (as defined below) and the declaration or ordering of the effectiveness of such registration.

“Registrable Securities” means, at the relevant time of reference thereto, the Conversion Shares and the Warrants Shares (including any shares of capital stock that may be issued in respect thereof pursuant to a stock split, stock dividend, recombination, reclassification or the like); provided, however, that the term “Registrable Securities” shall not include any of the Conversion Shares or Warrant Shares that (a) are actually sold pursuant to a registration statement that has been declared effective under the Securities Act by the SEC, (b) may be sold at such time by the holder thereof pursuant to Rule 144(k) under the Securities Act, or (c) cease to be outstanding.

“Registration Statement” means any registration statements contemplated by this Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, pre- and post-effective amendments thereto, all exhibits thereto, and all material incorporated by reference in such registration statement or Prospectus.

“Related Entities” includes, with respect to any Tudor Entity, any entities for which any of the Tudor Entities or any of its Affiliates serve as general partner and/or investment advisor or in a similar capacity, and all mutual funds or other pooled investment vehicles or entities under the control or management of any of the Tudor Entities or its Affiliates.  For purposes of this Agreement (a) “Tudor Entities” means each of the following: Tudor Investment Corporation, Tudor Group Holdings, LLC, their respective Affiliates, and any Affiliate or Affiliated Group of Tudor Investment Corporation and/or Tudor Group Holdings LLC, and (b) with respect to the Tudor Entities, “Affiliated Group” has the meaning given to it in Section 1504 of the Internal Revenue Code of 1986, as amended, and in addition includes any analogous combined, consolidated or unitary group, as defined under any applicable state, local or foreign income tax law.

“Restricted Securities” means any Registrable Securities required to bear the legend set forth in Section 9(b) of this Agreement.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision.

3

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Shares” means the shares of Series B Preferred Stock issued and sold by the Company to the Investors pursuant to the Securities Purchase Agreement.

“Warrant Shares” means the shares of Common Stock issued or issuable upon the exercise of the Warrants.

“Warrants” means the warrants to purchase up to in aggregate 6,839,279 shares of Common Stock issued to the Investors pursuant to Section 2.3 of the Securities Purchase Agreement.

2.             Demand Registration.

(a)           Request for Registration.  If the Company shall receive at any time after one hundred eighty (180) days following the effective date of the registration statement for the Initial Public Offering a written request from (x) the Tudor Entities (together with their Related Entities), provided at such time they collectively hold shares of Common Stock (on an as-if-converted to Common Stock basis in respect of the Shares and as-if-exercised basis in respect of the Warrants) representing in aggregate five percent (5%) or more of the Fully Diluted Common Stock or (y) Investors (together with the Investors’ Affiliates) holding shares of Common Stock (on an as-if-converted to Common Stock basis in respect of the Shares and as-if-exercised basis in respect of the Warrants) representing in aggregate twenty percent (20%) or more of the Fully Diluted Common Stock, that the Company effect any registration with respect to all or a part of the Registrable Securities held by requesting Investors, then the Company shall, subject to the conditions set forth in this Section 2, use its reasonable best efforts to:

(i)            as soon as practicable, prepare and file with the SEC a Registration Statement on such form under the Securities Act then available to the Company for the purpose of registering under the Securities Act all or such portion of the Registrable Securities as are specified in such request (together with any shares of Common Stock desired to be included in such Registration Statement for the account of the Company and/or the account of holders of piggy-back registration rights with respect to the Company’s Common Stock, subject to any limitations that may be advised by the managing underwriter regarding the maximum size of the offering pursuant to Section 2(d)); and

(ii)           cause such Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the receipt of such request, in the event that such Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the receipt of such request in the event such review takes place (including filing with the SEC, within

4

three (3) Business Days of the date that the Company is notified in writing by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act, which request shall request an effective date that is within three (3) Business Days of the date of such request), and to remain effective, subject to the provisions of Section 2(c), for not less than 180 days.  The Company shall notify each requesting Investor in writing promptly (and in any event within three (3) Business Days) after such Registration Statement has been declared effective by the SEC.

(b)           Limitations.  The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2:

(i)            in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, qualify to do business as a foreign corporation or become subject to taxation in such jurisdiction, in effecting such registration, qualification, or compliance, unless the Company is already subject to service, qualified to do business or subject to taxation in such jurisdiction and except as may be required by the Securities Act;

(ii)           after the Company, in the case of Investors meeting the requirements of Section 2(a)(x) or Section 2(a)(y), respectively, has effected two (2) such registrations pursuant to this Section 2 (counting for these purposes only registrations which have been (A) declared or ordered effective and pursuant to which securities have been sold as contemplated in the Registration Statement or (B) withdrawn at the request of the requesting Investors other than as a result of a material adverse change to the Company);

(iii)          during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a registration for the Company’s account that is subject to Section 3 hereof; provided, however, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; or

(iv)          if the requesting Investors propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 4 hereof for disposal in the manner requested.

(c)           Deferral.  Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investors a certificate signed by the President, Chief Executive Officer or Chief Financial Officer of the Company stating that the Board has made the good faith determination (i) that the filing of a Registration Statement pursuant to this Section 2 covering the Registrable Securities would require, under the Securities Act, premature disclosure in such Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the

5

Company, its business or prospects or any such proposed material transaction or otherwise would not be in the best interests of the Company and (iii) that it is therefore essential to defer the filing of such Registration Statement (and the Prospectus relating thereto), then the Company shall have the right to defer the filing of such Registration Statement (and the Prospectus relating thereto) for a period not greater than sixty (60) consecutive days; provided, however, that the Company shall not defer its obligation in this manner more than twice in any consecutive twelve (12) month period.  The Company agrees that, as promptly as possible after the consummation, abandonment or public disclosure of the circumstances that caused the Company to defer the filing of such Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(c), the Company will as soon as practicable file such Registration Statement.

(d)           Underwriting.  If the requesting Investors intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.  In such event, the right of any requesting Investor to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2 shall be conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities to the extent provided herein.  The Company shall (together with all Investors proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the requesting Investors, which underwriters are reasonably acceptable to the Company.

If the managing underwriter advises the requesting Investors in writing that, in its opinion, the number of shares requested by the Investors to be included in such registration, as well as any other shares requested by other shareholders to be included in such registration pursuant to any piggy-back registration rights or proposed to be included by the Company, is likely to affect materially and adversely the success of the offering, the timing, the method of distribution or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 2 or any other agreements of the Company with any other shareholders to the contrary, the Company shall be required to include in such registration the Registrable Securities requested to be included in such registration for the account of the requesting Investors, in priority to any other shareholders and the Company, and as among the requesting Investors pro rata based on the number of Registrable Securities held by them or on such other basis as they may agree among themselves.

If an Investor which has requested inclusion of Registrable Securities in such registration as provided above does not agree to the terms of any such underwriting, such Investor’s Registrable Securities may be excluded therefrom.  Any Registrable Securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration.  If Registrable Securities are so withdrawn from the registration, and if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2(d), then the Company shall then offer to other shareholders who have retained rights to include securities in the registration the right to include additional shares in the registration in an aggregate amount equal to the number of shares so withdrawn.

6