Kopin Corp Sample Contracts

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FORTE TECHNOLOGIES, INC.
Securities Purchase Agreement • January 20th, 1998 • Kopin Corp • Semiconductors & related devices • New York
LOAN AGREEMENT BETWEEN KOPIN CORPORATION AND THE SUMITOMO BANK, LIMITED
Loan Agreement • May 12th, 1998 • Kopin Corp • Semiconductors & related devices
1,800,000 Shares KOPIN CORPORATION Common Stock, $.01 par value UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • October 8th, 1999 • Kopin Corp • Semiconductors & related devices • New York
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FORTE TECHNOLOGIES, INC.
Securities Purchase Agreement • January 20th, 1998 • Kopin Corp • Semiconductors & related devices • New York
WITNESSETH THAT:
Joint Venture Agreement • August 11th, 1998 • Kopin Corp • Semiconductors & related devices
Exhibit 1 3,000,000 Shares KOPIN CORPORATION Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • November 15th, 2001 • Kopin Corp • Semiconductors & related devices • New York
EXHIBIT 1.1 Dated January ___, 1998 ----------------------- KOPIN CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • December 16th, 1997 • Kopin Corp • Services-commercial physical & biological research • New York
KOPIN CORPORATION Common Stock (par value $0.01 per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
At-the-Market Equity Offering Sales Agreement • January 24th, 2025 • Kopin Corp • Semiconductors & related devices • New York

Kopin Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2019 • Kopin Corp • Semiconductors & related devices • New York

Kopin Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”) for whom you are acting as representative (the “Representative”), an aggregate of 7,272,727 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,090,909 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

14,000,000 Shares Pre-Funded Warrants to Purchase Up to 6,000,000 Shares KOPIN CORPORATION Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2023 • Kopin Corp • Semiconductors & related devices

Kopin Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”) for whom you are acting as representative (the “Representative”), an aggregate of 14,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and pre-funded warrants (the “Warrants”) to purchase up to an aggregate of 6,000,000 shares of Common Stock in the form attached here to as Exhibit A. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 3,000,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.” The Shares and the Warrants are herein referred to as the “Securities.” The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warr

TENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2021 • Kopin Corp • Semiconductors & related devices • Massachusetts

THIS AGREEMENT, entered into as of the 31st day of December, 2020, amends and restates the Ninth Amended and Restated Agreement, dated as of the 31st day of December 2017, by and between KOPIN CORPORATION, a Delaware corporation with its principal place of business at 125 North Drive, Westborough, MA 01581 (the “Employer”), and John C. C. Fan, (the “Employee”), as first amended and restated as of May 1, 1995.

KOPIN CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • May 14th, 2013 • Kopin Corp • Semiconductors & related devices • Massachusetts

THIS AGREEMENT made this 9th day of May , 2013, by and between Kopin Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Employee”).

EXHIBIT 10.54 [BancBoston Logo] BancBoston Leasing MASTER LEASE AGREEMENT
Master Lease Agreement • March 31st, 1997 • Kopin Corp • Services-commercial physical & biological research • Massachusetts
FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Kopin Corp • Semiconductors & related devices • Massachusetts

THIS AGREEMENT, entered into as of the 20th day of February, 2004, amends and restates the Amended and Restated Agreement, dated as of the 20th day of February, 2002, by and between KOPIN CORPORATION, a Delaware corporation with its principal place of business at 200 John Hancock Road, Taunton, MA 02780 (the “Employer”), and John C. C. Fan, an individual residing at [REDACTED] (the “Employee”), as first amended and restated as of May 1, 1995.

KOPIN CORPORATION Phantom Share Agreement
Phantom Share Agreement • September 16th, 2011 • Kopin Corp • Semiconductors & related devices • Massachusetts
PURCHASE AGREEMENT by and among IQE Plc., IQE KC, LLC, and KOPIN CORPORATION DATED January 10, 2013
Purchase Agreement • January 10th, 2013 • Kopin Corp • Semiconductors & related devices • Delaware

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2013, (the “Effective Date”) by and among (i) IQE KC, LLC, a Delaware limited liability company (the “Asset Buyer”), (ii) IQE plc., a public limited company formed under the laws of England and Wales (“Buyer’s Parent” or “Taiwan Buyer”), and (iii) Kopin Corporation, a Delaware corporation (the “Seller”). Asset Buyer and Taiwan Buyer are sometimes referred to collectively herein as “Buyer” or “Buyers.” Seller, KTC (defined below) and Taiwan Owner (defined below) are sometimes referred to herein as the Seller Group.

KOPIN CORPORATION OPTION SURRENDER AGREEMENT
Option Surrender Agreement • August 6th, 2008 • Kopin Corp • Semiconductors & related devices • Massachusetts

OPTION SURRENDER AGREEMENT dated as of [ ] between Kopin Corporation, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).

STOCK PURCHASE AGREEMENT BY AND AMONG KOPIN CORPORATION AND EACH OF THE PURCHASERS AS SET FORTH HEREIN SEPTEMBER 29, 2025
Stock Purchase Agreement • September 30th, 2025 • Kopin Corp • Semiconductors & related devices • Delaware
KOPIN CORPORATION STOCK OPTION AGREEMENT UNDER THE KOPIN CORPORATION 2001 EQUITY INCENTIVE PLAN
Stock Option Agreement • March 25th, 2005 • Kopin Corp • Semiconductors & related devices • Massachusetts
SHAREHOLDERS’ AGREEMENT IN RELATION TO KOPIN EUROPE LIMITED
Shareholders' Agreement • November 7th, 2025 • Kopin Corp • Semiconductors & related devices • London
KOPIN CORPORATION Inducement Restricted Stock Award Grant Restricted Stock Award Notice
Inducement Restricted Stock Award Grant • September 5th, 2025 • Kopin Corp • Semiconductors & related devices • Delaware

Pursuant to the terms and conditions of the individual Inducement Restricted Stock Award Agreement (the “Award Agreement”) attached hereto as Attachment A Kopin Corporation, a Delaware corporation (together with its successors, the “Company”) hereby grants the individual listed in the table below (“you” or the “Grantee”) an award of restricted stock (the “Restricted Stock” or the “Award”) in respect of the number of shares of common stock of the Company, par value $0.01 per share (“Shares”) based on the terms set forth herein and in the Award Agreement. This Award Notice (this “Award Notice”) and the Award Agreement, as well as the Restricted Stock granted hereunder is intended to qualify as an “employment inducement grant” under Nasdaq Listing Rule 5635(c)(4).

NOTE
Loan Agreement • May 12th, 1998 • Kopin Corp • Semiconductors & related devices

FOR VALUE RECEIVED, KOPIN CORPORATION, a Delaware corporation ("Borrower"), hereby promises to pay to the order of The Sumitomo Bank, Limited, a Japanese banking corporation ("Bank"), without counterclaim, offset or deduction, the principal sum of FIVE MILLION DOLLARS ($5,000,000) or, if less, the aggregate unpaid principal amount of all Disbursements (as defined in the Loan Agreement referred to below), in accordance with the terms of the Loan Agreement and to pay interest on the outstanding principal balance at the interest rates and at such times provided in the Loan Agreement and elected by Borrower and calculated in accordance with the terms of Loan Agreement. This Note is the Note referred to in the Loan Agreement, of even date herewith, between Borrower and Bank, and is subject to all of the terms and conditions of the Loan Agreement (which are incorporated herein by reference), including the rights of prepayment and the rights of acceleration of maturity. Terms used herein have

Joint Venture Agreement for Kopin Corporation, Bright LED, and KTC
Joint Venture Agreement • March 25th, 2005 • Kopin Corp • Semiconductors & related devices
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT dated as of August 8, 2025 by and between Kopin Corporation and Theon International PLC
Series a Convertible Preferred Stock Purchase Agreement • November 7th, 2025 • Kopin Corp • Semiconductors & related devices • Delaware

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, dated as of August 8, 2025 (this “Agreement”) by and between Kopin Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”) and Theon International PLC, a company incorporated and existing under the laws of Cyprus (the “Purchaser”). The Company and the Purchaser are sometimes referred to hereinafter individually as a “Party” and, collectively, as the “Parties.”

BACKGROUND ----------
Restricted Account and Security Agreement • May 12th, 1998 • Kopin Corp • Semiconductors & related devices • New York
LOAN AGREEMENT
Loan Agreement • October 10th, 2025 • Kopin Corp • Semiconductors & related devices • Massachusetts

This Loan Agreement (“Agreement”) is made on October 2, 2025, by and among Kopin Corporation and Kopin Targeting Corporation, both Delaware corporations having their principal office at 125 North Drive, Westborough, Massachusetts, MA 01581-3341 (collectively, “Borrower”), and Rockland Trust Company, a Massachusetts trust company having an address at 288 Union Street, Rockland, MA 02370 (together with its successors and assigns as holder of the Note, “Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2024 • Kopin Corp • Semiconductors & related devices • Massachusetts

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Kopin Corporation (the “Company”) and Michael Murray (the “Executive”) as of April 5, 2024 (“Effective Date”).

DATED August 8 2025 SUBSCRIPTION AGREEMENT RELATING TO KOPIN EUROPE LIMITED Condor House London EC4M 8AL Tel. +44 (0)20 3201 5000 Fax: +44 (0)20 3201 5001 Index
Subscription Agreement • November 7th, 2025 • Kopin Corp • Semiconductors & related devices • London
FIRST AMENDMENT TO SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series a Convertible Preferred Stock Purchase Agreement • November 7th, 2025 • Kopin Corp • Semiconductors & related devices • Delaware

This first AMENDMENT (this “Amendment”), dated as of September 30, 2025, is made by and between Kopin Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”) and Theon International PLC, a company incorporated and existing under the laws of Cyprus (the “Purchaser”) and amends that certain Series A Convertible Preferred Stock Purchase Agreement, by and between the Company and the Purchaser, dated as of August 8, 2025 (the “Purchase Agreement”). Terms used herein and not otherwise defined shall have the meanings specified in the Purchase Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 30th, 2025 • Kopin Corp • Semiconductors & related devices • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of [●] by and among Kopin Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

CONTINUING REIMBURSEMENT AGREEMENT FOR LETTERS OF CREDIT
Continuing Reimbursement Agreement for Letters of Credit • October 10th, 2025 • Kopin Corp • Semiconductors & related devices

This Continuing Reimbursement Agreement for Letters of Credit is made effective this _2__ day of _October__, 2025 by and between Rockland Trust Company (“Bank”) and KOPIN CORPORATION (“Applicant”).