Form 8-K

8-K — KOPIN CORP

Accession: 0001493152-26-019422

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0000771266

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0000771266

2026-04-28

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of Earliest Event Reported) April 28, 2026

KOPIN

CORPORATION

(Exact

Name of Registrant as Specified in Charter)

Delaware

000-19882

04-2833935

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

125

North Drive, Westborough, MA 01581

(Address

of Principal Executive Offices) (Zip Code)

(508)

870-5959

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2 below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, par value $0.01

KOPN

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Definitive Material Agreement.

Joint

Development and License Agreement

April 27, 2026, Kopin Corporation, entered into a Joint Development and License Agreement (the “JDA”) with Fabric AI, Inc.,

pursuant to which Kopin and Fabric AI, Inc. agreed to collaborate on the development and commercialization of Kopin’s interface

for GPU-to-GPU connectivity and will work together to develop a prototype and demonstration version of the Project Technology (as defined

below) in accordance with one or more statements of work or purchase orders (each, a “Development Plan”) agreed in writing

between the parties from time to time, which shall set out the scope, deliverables, timelines and other relevant terms of the applicable

development activities. Any data communications chip technology that is to be developed by either party in performance of any Development

Plan is herein referred to as the “Project Technology.”

Pursuant

to the JDA, Fabric AI Inc. has agreed to pay Kopin up to $15,000,000 for the development of the Project Technology through achievement

of at least one successful prototype demonstrations (a “Successful Demo”) in accordance with the Development Plan(s) and

the funding schedule agreed by the parties (the “Development Funds”). Fabric AI, Inc has agreed to issue an initial purchase

order of $5,000,000 within 10 business days after the date on which the JDA was entered into, and payable within ten business days of

Kopin’s receipt of such purchase order. Further, Fabric AI, Inc., agreed that it will ensure that at least $5,000,000 of funds

are available in a segregated account to cover Development Plan needs. Following this initial purchase order, Fabric AI Inc. will pay

Kopin the remaining Development Funds in installments in accordance with a time-based funding schedule agreed by the parties as part

of the applicable Development Plan. Following achievement of a Successful Demo, the parties agreed to negotiate in good faith for a period

of one year to agree upon a funding, development, manufacturing and commercialization plan for production deployment of the Project Technology,

as agreed in writing by the parties (the “Production Plan”), which is expected to include an additional payment by Fabric

AI, Inc. of approximately $15,000,000 to $25,000,000.

Pursuant

to the JDA, Kopin must (i) provide the Fabric AI, Inc. with periodic written reports not less than once per month concerning all material

activities undertaken in respect of the applicable Development Plan, (ii) keep Fabric AI, Inc. informed on a timely basis concerning

all material progress in the applicable Development Plan, and (iii) at Fabric AI, Inc.’s reasonable written request, from time

to time, provide Fabric AI, Inc. with information relating to the progress of the applicable Development Plan.

further consideration of Kopin’s contributions to the development of the Project Technology, Fabric AI, Inc. has agreed to issue

to Kopin shares of the Fabric AI Inc.’s Series J Convertible Preferred Stock, par value $0.0001 per share (“Series J Preferred

Stock”), constituting 19.9% of the pro forma fully-diluted outstanding shares of Fabric AI Inc.’s common stock, par value

$0.0001 per share (the “Common Stock”), excluding shares of common stock underlying unexercised options, warrants, and other

common stock equivalents, , subject to certain anti-dilution adjustments upon the sale or issuance of Common Stock or common stock equivalents,

or the conversion or exercise of outstanding common stock equivalents as further described below.. Pursuant to the JDA, Fabric AI Inc.

agreed to take all actions necessary to give full force and effect to the adjustment provisions set forth in the Certificate of Designations

Series J Convertible Preferred Stock (the “Series J Certificate of Designations”), including through the issuance of additional

shares of Series J Preferred Stock to Kopin in such amounts as may be required to ensure that the number of shares of Series J Preferred

Stock issued to Kopin are convertible into the Maximum Issuance (as defined below) upon each Dilutive Issuance or Dilutive Conversion

(as each term is defined below), as applicable, in accordance with the terms of the Series J Certificate of Designations.

The

number of Series J Conversion Shares initially may not exceed 291,049 (the “Maximum Issuance”); provided, however, that (1)

the sale and issuance, in one or more offerings, of any Common Stock or any securities entitling any person to acquire shares of Common

Stock (such issuance, a “Dilutive Issuance”) or (2) the issuance of Common Stock (a “Dilutive Conversion”) in

connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved

for grant by the Board on April 27, 2026, and not yet issued or outstanding as of such date (the “Existing Common Stock Equivalents”),

the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive

Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of Common Stock for each share of Common Stock issued in connection with such

Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of

(A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million,

no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances.

The

Series J Preferred Stock entitles Kopin to dividends of 6% per annum accruing daily, which are payable semi-annually on each June 30

and December 31 (each, a “Dividend Payment Date”) during the period in which any shares of Series J Preferred Stock remain

outstanding. Dividends are payable in cash; provided, however, that Fabric AI, Inc. may, at its sole option, elect to pay any dividend

in kind by issuing to Kopin additional shares of Series J Preferred Stock having an aggregate stated value equal to the amount of the

dividend then due (each such payment, a “PIK Dividend”). If Fabric AI, Inc. elects to pay a PIK Dividend, the stated value

of the Series J Preferred Stock’s Series J Preferred Stock will be increased by the amount of such PIK Dividend, or Fabric AI,

Inc. will issue additional shares of Series J Preferred Stock to Kopin reflecting such PIK Dividend. If, on a Dividend Payment Date,

dividends on the Series J Preferred Stock have not been declared and paid in full, such unpaid dividends will continue to accrue daily

from and after the initial Dividend Payment Date and will compound on a semi-annual basis at the applicable rate for the Series J Preferred

Stock on each subsequent Dividend Payment Date until paid in full.

Pursuant

to the JDA, Fabric AI, Inc. and Kopin have agreed to jointly and equally own all right, title, and interest in the Project Technology

developed under the JDA, while Kopin retains sole ownership of pre-existing technology in its possession on the date of the JDA, and

any improvements and modifications to such technology, excluding Project Technology (the “Background Technology”). Kopin

has granted Fabric AI, Inc. a non-exclusive, royalty-free, worldwide license under Kopin’s Background Technology for developing

and commercializing Project Technology within the scope of Fabric AI, Inc’s rights under the JDA. Fabric AI, Inc. has the exclusive

worldwide rights to commercialize the Project Technology in all commercial markets, subject to Kopin’s exclusive worldwide rights

to commercialize the Project Technology for or with respect to: (a) government agencies, departments, instrumentalities or other public

sector bodies, including defense, intelligence, national security and public research bodies; (b) military, defense or government intelligence

end users; and (c) defense contractors, subcontractors, integrators and other entities primarily engaged in supplying products or services

to government, military, defense or government intelligence markets, in each case on a worldwide basis. All products incorporating the

Project Technology are required to be manufactured exclusively by or on behalf of Kopin.

The

JDA provides for the establishment of a joint steering committee (the “JSC”) to oversee and coordinate the performance of

the JDA, consisting of two representatives from each of Fabric AI, Inc. and Kopin. Michael Murray, Kopin’s Chief Executive Officer,

will serve as one of Kopin’s representatives and as chairperson of the JSC. Members of the JSC may be compensated by Fabric AI,

Inc. and/or Kopin in a manner to be determined by the parties.

Either

Fabric AI, Inc. or Kopin may terminate the JDA upon sixty days’ written notice for material breach (subject to a cure period) or

immediately upon a bankruptcy event of the other party. In the event of termination arising from Fabric AI Inc.’s breach, failure

to fund, or a bankruptcy event, Kopin has the right to continue to develop, use, and commercialize the Project Technology without restriction,

and Fabric AI, Inc. has agreed to assign to Kopin all of its right, title, and interest in the Project Technology.

Pursuant

to the JDA, Fabric AI, Inc. has agreed that, during the term of the JDA and for three years thereafter, neither Fabric AI, Inc. nor its

affiliates will (a) acquire beneficial ownership of more than 9.9% of the outstanding voting securities of Kopin; (b) make or participate

in any tender offer, exchange offer, merger or other business combination involving Kopin; (c) solicit proxies or consents with respect

to securities of Kopin; or (d) otherwise seek to obtain control of Kopin other than through a transaction approved by Kopin’s board

of directors.

The

JDA contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations,

warranties and covenants contained in the JDA were made solely for the benefit of the parties to the JDA and may be subject to limitations

agreed upon by the parties.

The

foregoing description of the JDA does not purport to be complete and is qualified in its entirety by reference to the full text of the

JDA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Supply

Agreement

Concurrently

with the JDA, on April 27, 2026, Fabric AI, Inc. and Kopin also entered into that certain Commercial Supply Agreement (the “Supply

Agreement”). Under the Supply Agreement, Kopin has appointed Fabric AI, Inc. as the exclusive seller of any products incorporating

the Project Technology and developed under the JDA (the “Products”) to end users located worldwide, excluding countries subject

to comprehensive U.S. trade or economic sanctions (the “Territory”). Kopin has retained exclusive supply and distribution

rights with respect to the sale of Products to the automotive, military, and defense markets, and has the right to prioritize supply

to such markets.

Fabric

AI, Inc. is required to purchase its entire requirements for Products from Kopin, except following the occurrence of any of the following:

(a) Kopin’s failure to deliver at least 90% of the quantity of Products ordered by Fabric AI, Inc. in an accepted purchase order

within the applicable lead times agreed by the parties (plus a grace period of 30 days), in each case other than where such failure is

due to (x) supply constraints, component shortages or manufacturing limitations, or (y) compliance with Kopin’s other contractual,

legal or regulatory obligations; (b) Kopin’s written notice to Fabric AI, Inc. that Kopin will be unable to fulfill a material

portion of any purchase order; (c) Kopin’s failure, over two (2) consecutive quarters, to use commercially reasonable efforts to

maintain manufacturing capacity sufficient to support Fabric AI, Inc.’s forecasted requirements, as agreed between the parties;

or (d) Kopin’s discontinuation of manufacturing operations for the Products for a period of sixty (60) or more consecutive days

(other than for scheduled maintenance disclosed to Fabric AI, Inc. in advance), except, with regard to each of the foregoing, to the

extent directly caused by (i) acts beyond Kopin’s reasonable control; (ii) Fabric AI, Inc.’s failure to perform any of its

obligations under the Supply Agreement; (iii) Kopin’s compliance with any contractual, legal or regulatory obligation to prioritize

supply to governmental, military or defense customers; (iv) any increase in purchase orders or forecasted requirements by Fabric AI,

Inc. that is not consistent with the most recent forecast provided to Kopin or that exceeds agreed ramp-up parameters between the parties;

or (v) any purchase order or requested delivery date that does not comply with the applicable lead times agreed by the parties (each,

an “Inability to Supply Event”). In the event of an Inability to Supply Event, Fabric AI, Inc. may, solely to the extent

necessary and subject to written agreement with Kopin, manufacture Products in the Territory. Any such right terminates immediately upon

Kopin’s ability to resume supply.

Fabric

AI, Inc. and Kopin have agreed to cooperate in good faith to develop a mutually acceptable manufacturing ramp-up plan (the “Ramp-Up

Plan”) which will include: (a) identification and procurement of tooling, equipment, and other capital assets required for factory

production of the Products; (b) qualification and sourcing of components and raw materials necessary for manufacture of the Products;

(c) establishment of a timeline for the commencement and scaling of commercial manufacturing operations; (d) a detailed budget setting

forth the estimated costs associated with each element of the Ramp-Up Plan. The parties intend to finalize the Ramp-Up Plan within one

year following successful completion of the product development phase under the JDA.

The

Supply Agreement has an initial term of four years commencing on the effective date, with automatic one-year renewal periods unless either

party provides written notice of non-renewal at least 90 days prior to the end of the then-current term. Upon expiration or termination,

all indebtedness of Fabric AI, Inc. to Kopin will become immediately due and payable, and Fabric AI, Inc. will be required to cease representing

itself as Kopin’s authorized representative and return or destroy all confidential information.

The

Supply Agreement also contains customary representations and warranties, indemnification provisions, product warranty provisions, confidentiality

obligations, insurance requirements, non-compete restrictions, and other miscellaneous terms.

The

foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Supply Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

7.01. Regulation FD.

April 28, 2026, Kopin Corporation issued a press release announcing a strategic collaboration with Fabric.AI to jointly develop MicroLED-based

optical interconnect technology intended to replace traditional copper wiring between GPUs and high-performance processors in AI data-center

infrastructure. As disclosed in the release, Fabric.AI has placed an initial $15 million purchase order with Kopin to fund development

of a demonstration chipset. The companies’ jointly developed Neural I/o™ architecture leverages Kopin’s proprietary

MicroLED and NeuralDisplay™ technologies to enable ultra-high-speed, low-power optical data transmission for chip-to-chip and system-to-system

communication. Kopin will be the exclusive manufacturer of the Neural I/o™ chipsets and holds a 19.9% equity position in Fabric.AI.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

See

the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT

INDEX

Exhibit

Description

10.1

Joint Development and License Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation

10.2

Exclusive Supply and Distribution Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation

99.1

Kopin Corporation Announces “Breakthrough MicroLED-Based Optical Interconnect Technology for AI Infrastructure in Collaboration with Fabric.AI”

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

KOPIN

CORPORATION

Dated:

April

28, 2026

/s/

Erich Manz

Erich

Manz

Treasurer

and Chief Financial Officer

(Principal

Financial and Accounting Officer)

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

JOINT

DEVELOPMENT & LICENSE AGREEMENT

This

Joint Development & License Agreement (the “Agreement”) is entered into as of April 27, 2026 (“Effective

Date”) by and between Kopin Corporation, a Delaware corporation having a place of business at 125 North Drive, Westborough,

MA 01581 (“Kopin”), and StableX Technologies, Inc., a Delaware corporation having a place of business at 1185

Avenue of the Americas, New York, New York 10036 (“StableX”), each referred to herein as a “Party”

and together the “Parties.”

RECITALS

WHEREAS,

Kopin is in the business of developing and manufacturing advanced display and optical technologies;

WHEREAS,

StableX is in the business of acquiring and developing stablecoin assets, infrastructure, and related technologies to capitalize on the

growth of the stablecoin industry;

WHEREAS,

Kopin and StableX desire to work together to further develop and commercialize Kopin’s proprietary interface for GPU-to-GPU connectivity

on the terms set forth herein; and

WHEREAS,

Kopin and StableX have concurrently entered into various transaction agreements, including an Exclusive Supply and Distribution Agreement

(the “Supply Agreement” and together with this Agreement, the “Transaction Agreements”)

to facilitate the Project.

NOW,

THEREFORE, in consideration of the foregoing, the mutual covenants and agreements of the Parties contained herein, and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows:

ARTICLE

I -DEFINITIONS

1.1 “Affiliate”

means a corporation or other legal entity directly or indirectly (a) controlled by a Party, (b) controlling the Party, or (c) controlled

by the corporation, legal entity or persons which control the Party. For the purposes of this paragraph, to “control” a corporation

or an entity means to own or control, either directly or indirectly such as through intermediary entities, (1) more than fifty percent

(50%) of the shares or other securities entitled to vote for election of directors (or other managing authority) of the corporation or

entity; or (2) more than fifty percent (50%) of the equity or other ownership interest of the corporation or entity.

1.2 “Bankruptcy

Event” means, with respect to any Person, the occurrence of any of the following: (a) such Person shall commence a voluntary

case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy,

insolvency, or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian,

or other similar official of it or any substantial part of its property; (b) such Person shall consent to any such relief or to the appointment

of or taking possession by any such official in an involuntary case or other proceeding commenced against it; (c) an involuntary case

or other proceeding shall be commenced against such Person seeking liquidation, reorganization, or other relief with respect to it or

its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect, or seeking the appointment of a trustee,

receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or

other proceeding shall remain undismissed and unstayed for a period of sixty (60) consecutive days; (d) such Person shall make a general

assignment for the benefit of creditors; (e) such Person shall fail generally to pay, or shall admit in writing its inability to pay,

its debts as they become due; (f) such Person shall take any corporate or other organizational action to authorize any of the foregoing;

or (g) such Person shall cease to conduct substantially all of its business operations for a period of ninety (90) or more consecutive

days, other than as a result of a permitted transfer or assignment of this Agreement.

Page 1 of 14

1.3 “Control”,

“Controls,” or “Controlled by” means the possession by a Party (whether by ownership,

license, or otherwise other than pursuant to this Agreement) of (a) with respect to any materials and information, the legal authority

or right to possession of such materials or information, with the right to provide such materials or information to the other Party on

the terms set forth herein, or (b) with respect to intellectual property and other intangible rights, the legal authority or right to

grant a license, sublicense, access, or right to use (as applicable) to the other Party under such intellectual property and other intangible

rights on the terms set forth herein, in each case (a) and (b), without breaching or otherwise violating the terms of any arrangement

or agreement with a third party or requiring consent from a third party; provided that neither Party shall be deemed to Control

any item or right of a third party if access by the other Party to such item or right requires or triggers a payment obligation to such

third party, unless the other Party agrees to bear such payment obligation.

1.4 “Development Plan” is defined in Section 2.1.

1.5 “Development

Work” means all engineering, design, research, development, customization, and testing activities performed by or on behalf

of Kopin to develop the Project Technology in accordance with the applicable Development Plan.

1.6 “Field”

means data communications chips expressly identified in an agreed Development Plan, including GPU-to-GPU, Board-to-Board and Rack-to-Rack

communications, and excluding any applications, use cases, architectures or technologies not expressly set out in such Development Plan.

1.7 “HyperScaler

Products” shall mean Products and Services using the Project Technology for end users in commercial hyperscaler deployments

only.

1.8 “Intellectual

Property Rights” means any and all rights, title, and interest in and to intellectual property, whether protected, created,

or arising under the laws of the United States or any other jurisdiction, including: (a) patents, patent applications, patent disclosures,

and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof;

(b) trademarks, service marks, trade names, trade dress, logos, corporate names, domain names, and other source identifiers, together

with all goodwill associated therewith; (c) copyrights, works of authorship, and moral rights; (d) trade secrets, know-how, inventions,

processes, techniques, methodologies, and other confidential or proprietary information; (e) mask works and semiconductor topography

rights; (f) database rights; (g) rights of publicity and privacy; (h) all registrations, applications, renewals, extensions, and reversions

of the foregoing; and (i) all other intellectual property rights and proprietary rights, however denominated, throughout the world.

1.9 “JSC” is identified in Section 2.1.

1.10 “Kopin

Background Technology” means all Technology Controlled by Kopin on the Effective Date (including, for clarity, the existing

production version of the Monochrome MicroLED and the color MicroLED Design and production line configuration), and any improvements

and modifications to such Technology that is Controlled by Kopin at any time, excluding Project Technology.

1.11 “Military,

Government and Defense Products” shall mean Products and Services using the Project Technology for or with respect to:

(a) government agencies, departments, instrumentalities or other public sector bodies, including defense, intelligence, national security

and public research bodies; (b) military, defense or government intelligence end users; and (c) defense contractors, subcontractors,

integrators and other entities primarily engaged in supplying products or services to government, military, defense or government intelligence

markets, in each case on a worldwide basis.

1.12 “Ordinary

Course of Business” means, with respect to StableX, the conduct of its business in good faith and in a manner consistent

with (a) its stated business objectives and business plan as communicated to Kopin as of the Effective Date (including as reflected in

its organizational and governing documents provided to Kopin prior to the Effective Date), (b) maintaining organizational, operational

and financial resources reasonably sufficient to perform its obligations under this Agreement, and (c) using commercially reasonable

efforts to pursue active sales, marketing and commercial engagement activities in the hyperscale market, in each case subject to temporary

deviations caused by events outside StableX’s reasonable control.

1.13 “Production

Plan” means the funding, development, manufacturing and commercialization plan for production deployment of the Project

Technology, as agreed in writing by the Parties pursuant to Section 2.3(e).

1.14 “Products”

and “Services” used separately or together, means any equipment or services, respectively, designed, developed

or commercialized pursuant to any Development Plan and, if applicable, any agreed Production Plan under this Agreement.

1.15 “Project

Technology” means all Technology in the Field that is developed by either party in performance of an agreed Development

Plan, irrespective of inventorship, but excluding Kopin Background Technology and any next generation, follow-on or derivative chipsets

or technologies not expressly identified in such Development Plan. For the avoidance of doubt, Project Technology shall not include any

current generation IP with respect to the Monochrome and Color MicroLED developments under IBAS and SBIR developments, next generation,

follow-on or derivative chipsets, architectures or technologies, or any broader platform or system-level developments, except to the

extent expressly and specifically identified in an agreed Development Plan.

Page 2 of 14

1.16 “Successful

Demo” means achievement of the prototype demonstration criteria expressly identified as such in each applicable Development

Plan.

1.17 “Technology”

means any information, data, materials, discovery, invention, idea, discovery, process, protocol, techniques, formulation, know-how,

trade secret, method, development, enhancement, modification, improvement, work of authorship, computer software (including, but not

limited to, source code and object or executable code), material, or sample; and documentation of any of the foregoing (including any

records, data, concepts, information, designs, programs, formulae, or writings); in each case whether patentable or not, or susceptible

to copyright, trade secret, or any other form of legal protection under applicable law (including regulations).

ARTICLE

II -TECHNOLOGY DEVELOPMENT

2.1 General.

The Parties will work together to develop a prototype and demonstration version of the Project Technology in accordance with one or more

statements of work or purchase orders (each, a “Development Plan”) agreed in writing between the Parties from

time to time, which shall set out the scope, deliverables, timelines and other relevant terms of the applicable development activities.

Following achievement of a Successful Demo, the Parties may proceed to production deployment and commercialization only pursuant to an

agreed Production Plan. The Parties acknowledge that StableX is funding the development of the prototype and demonstration version of

the Project Technology and, subject to agreement on a Production Plan, may take commercial risk associated with bringing the Project

Technology to production, while Kopin is performing the Development Work and retaining ownership of the Kopin Background Technology.

The project that is the subject of a Development Plan is a “Project”. Kopin will provide and make available

all equipment, materials, supplies and personnel reasonably required to fulfill its agreed upon development obligations as set forth

in the applicable Development Plan. In addition, Kopin will keep StableX informed on a regular basis as to the progress and results of

its work under each Development Plan. All Development Plans and Projects shall be subject to approval in accordance with Article III

and also oversight by the Joint Steering Committee (the “JSC”) as set forth in Article III; provided that Kopin

shall retain day-to-day responsibility for the conduct and execution of the Development Work and, within five (5) business days of the

Effective Date Kopin will provide a detailed staff listing of which personnel will conduct the Development Work. The Parties acknowledge

that the objective of each Development Plan is to enable production deployment of the Project Technology, subject to the funding and

commercialization framework set out in this Agreement. No Development Plan shall expand the scope of the Field without the prior written

agreement of both Parties.

2.2 Development

Plan. Kopin agrees to work diligently towards completion of the goals and objectives set forth in each Development Plan and to use

commercially reasonable efforts to carry out the obligations and activities specified in each Development Plan. Any material modification

to a Development Plan shall require JSC approval.

2.3 Budget and Costs.

(a) StableX

agrees that it will pay Kopin up to $15,000,000 in the aggregate for the development of the Project Technology through achievement of

at least one Successful Demo meeting the criteria expressly agreed in the applicable Development Plan and the funding schedule agreed

by the Parties (the “Development Funds”). As of the Effective Date, StableX shall ensure that at least $5,000,000

of funds are available in a segregated account to cover Development Plan needs and StableX shall not use such funds for any purpose inconsistent

with its payment obligations under this Agreement. StableX shall, at Kopin’s reasonable request, provide an account statement within

three (3) business days. StableX agrees not to take any action that would materially impair the availability of funds in the segregated

account or the Development Funds generally.

(b)

Each Development Plan includes a budget (“Budget”) setting forth Kopin’s budget with respect to its

performance of such Development Plan. StableX shall issue a Purchase Order (as defined below) in an initial funding amount of

$5,000,000 within ten (10) business days after the Effective Date (“Kickoff Payment”), which StableX shall

pay to Kopin within ten (10) business days of Kopin’s receipt of such Purchase Order. Following the Kickoff Payment, the

remaining Development Funds shall be paid by StableX to Kopin in installments in accordance with a time-based funding schedule

agreed by the Parties as part of the applicable Development Plan, which shall provide for the full funding of the Development Work

through to Successful Demo. StableX shall issue Purchase Orders in accordance with such funding schedule, and Kopin shall issue

invoices accordingly. Each invoice shall be payable within ten (10) business days of receipt. Each Purchase Order shall be subject

to review and approval by the JSC, which approval shall not be unreasonably withheld, conditioned or delayed and shall be based on

consistency with the Budget and the applicable Development Plan. For the avoidance of doubt, StableX’s obligation to fund any

Purchase Order shall not be contingent on the achievement or verification of any technological or development milestones. A

Development Plan may include indicative milestones or workstreams for tracking and reporting purposes, but such milestones shall not

operate as a condition to payment. Except as set forth in this Section 2.3, each Party shall be solely responsible for any costs or

expenses it incurs in the performance of its obligations hereunder. For the avoidance of doubt, in no event shall StableX’s

aggregate monetary obligations hereunder exceed $15,000,000 without its express prior written consent.

Page 3 of 14

shall (i) provide StableX with periodic written reports (“Development Reports”) not less than once per month

concerning all material activities undertaken in respect of the applicable Development Plan, (ii) keep StableX informed on a timely basis

concerning all material progress in the applicable Development Plan, and (iii) at StableX’s reasonable written request, from time

to time, provide StableX with information relating to the progress of the applicable Development Plan. If progress in respect of the

applicable Development Plan differs materially from that anticipated in the applicable Development Plan or a preceding Development Report,

Kopin shall endeavor to explain, in its Development Report, the reason therefor and may propose a modified Development Plan. Kopin shall

also make reasonable efforts to provide StableX with any reasonable additional data that StableX reasonably requires to evaluate the

performance of Kopin hereunder.

(d) StableX

shall ensure that sufficient funds are available to meet its payment obligations as they fall due under this Agreement and shall not

withhold, defer, set off or otherwise delay any payments except as expressly permitted under this Agreement. Failure by StableX to make

any payment when due, or to maintain such committed funding, shall constitute a material breach of this Agreement.

(e)

Following achievement of a Successful Demo, the Parties shall engage in good faith negotiations for a period of 1 year to agree a

Production Plan (“Negotiation Period”), which is expected to include an additional payment by StableX of

approximately $15,000,000 to $25,000,000, subject to the agreed scope, specifications and deployment requirements. In negotiating

the Production Plan, the Parties shall take into account the results of the Successful Demo, the technical requirements for

production deployment, and the commercial objectives of the Parties. If the Parties do not reach agreement on the Production Plan

within such Negotiation Period, or if StableX does not commit to funding production deployment on terms agreed in the Production

Plan, StableX shall be deemed to have elected not to proceed with the Project for purposes of Section 9.5.

2.4 Additional

Consideration; Preferred Equity. In further consideration of Kopin’s contributions to the development of the Project Technology,

StableX shall issue to Kopin shares of Convertible Preferred Stock (the “Convertible Preferred Stock”) on the

terms and conditions set forth in the applicable certificate of designations. The Parties acknowledge that such issuance is intended

to provide Kopin with a meaningful equity participation in StableX, and StableX shall take all actions reasonably necessary to give effect

to the agreed economic position of the Parties in connection with such issuance. The Parties acknowledge and agree that, following the

next or series of equity financing or capital raising by StableX of up to $50,000,000, Kopin is intended to hold equity securities representing

19.99% of StableX’s equity capitalization (including shares of common stock underlying unexercised options, warrants and other

common stock equivalents issued in connection with such financing transaction), and StableX shall work together in good faith to implement

such structure, including through the issuance of additional equity securities to Kopin. The Parties acknowledge that such issuance constitutes

material consideration for Kopin’s entry into this Agreement.

2.5 Marketing

and Commercialization Support Plan. The Parties shall discuss in good faith and agree a marketing and commercialization support plan

for the Project Technology, including allocation of responsibilities and costs, following the Effective Date. Without limiting the foregoing,

the Parties intend that (a) Kopin shall be primarily responsible for developing and executing a robust marketing and sales strategy for

Military, Government and Defense Products on a worldwide basis, and (b) StableX shall be primarily responsible for developing and executing

a robust marketing and sales strategy for Products and Services in the Commercial Market (as defined in Section 4.4) on a worldwide basis,

in each case subject to further agreement between the Parties in the applicable plan. The Parties shall ensure that any such plan is

consistent with the allocation of rights set out in this Agreement.

ARTICLE

III -– GOVERNANCE

3.1 Establishment

of Joint Steering Committee. Within ten (10) business days after the Effective Date, the Parties shall establish a joint steering

committee to oversee and coordinate the performance of this Agreement. Each Party shall appoint two (2) representatives to the JSC, each

of whom is an officer or employee of the applicable Party having sufficient seniority within such Party to make decisions arising within

the scope of the JSC’s responsibilities. Kopin’s representatives shall include its CEO (presently Michael Murray) as the

titular Chairperson of the JSC. The Parties acknowledge that appropriate compensation arrangements for the Chairperson of the JSC have

not been finalized as of the Effective Date, and the Parties shall work together in good faith following the Effective Date to determine

and agree upon reasonable compensation for such role, which may include the entry into a consulting agreement or other arrangement on

mutually acceptable terms. Each Party may replace its JSC representatives upon written notice to the other Party provided that such replacement

meets the requirements set forth above. In addition, the JSC may, upon approval of the JSC, invite subject matter experts to act as non-voting

observers on the JSC.

Page 4 of 14

3.2 Powers;

Decision Making. Notwithstanding anything to the contrary in this Agreement, the JSC shall have oversight authority with respect

to the adoption and performance of any Development Plan, including review of the direction, scope, prioritization, and progress of the

Development Work. In the event of any dispute or disagreement between the Parties concerning the implementation and performance of any

Development Plan or any material matter relating to a Development Plan, such dispute shall be submitted to the JSC for resolution. All

decisions of the JSC shall be made by a majority vote, with each representative having one (1) vote; provided, however, that in the event

of a deadlock over a material aspect regarding the implementation and performance of a Development Plan and any matter relating to changes

in a Development Plan, such matter shall be escalated to the Chief Executive Officer (or equivalent senior executive) of each Party.

Such executives shall meet (in person or by videoconference) and use good faith efforts to resolve the deadlock within 10 business days

of such escalation. If the Parties are unable to resolve the deadlock within such period, then, notwithstanding Section 10.1, such matter

shall be finally resolved by arbitration before a panel of three (3) arbitrators. Each Party shall appoint one (1) arbitrator, and the

two party-appointed arbitrators shall appoint the third arbitrator, who shall act as chair. The arbitration shall be conducted in New

York, New York, in the English language, in accordance with the rules of the American Arbitration Association then in effect. The decision

of the arbitrators shall be final and binding on the Parties. All costs associated with such arbitration shall be borne equally by the

Parties.

3.3 Meetings.

The JSC shall hold meetings at such times as it elects to do so, but in no event shall such meetings be held less frequently than once

per calendar quarter. Meetings of the JSC may be held in person or by video teleconference.

ARTICLE

IV -INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership of Intellectual Property Rights.

(a) As

between the Parties, Kopin owns all right, title and interest in all Kopin Background Technology, including all Intellectual Property

Rights relating thereto.

(b) The

Parties hereby agree to jointly and equally own all right, title and interest in any Project Technology, including all Intellectual Property

Rights arising therefrom and relating thereto, and to the extent one Party might solely own any Project Technology based on inventorship

each Party hereby agrees to assign, and does hereby assign, an undivided one-half ownership of such right, title, and interest, to the

other Party. Each Party agrees to execute, at no expense, any necessary documents to demonstrate such undivided ownership as reasonably

requested by the other Party.

employee, agent, or independent contractor of a Party or its Affiliates performing any work under a Development Plan will, prior to commencing

such work, be bound by invention assignment obligations, including: (i) promptly reporting any invention, discovery, process, or other

Technology; (ii) presently assigning to the applicable Party all of his or her rights, title, and interests in and to any invention,

discovery, process or other Technology; (iii) cooperating in the preparation, filing, prosecution, maintenance, and enforcement of any

patent or patent application; and (iv) performing all acts and signing, executing, acknowledging, and delivering any and all documents

required for effecting the obligations and purposes of this Agreement. It is understood and agreed that any such invention assignment

agreement need not reference or be specific to this Agreement.

4.2 Licenses

to Background Technology. Subject to the terms of this Agreement, Kopin grants a non-exclusive, non-transferable (except to Affiliates

and permitted subcontractors, solely to the extent such Affiliates or subcontractors are required to execute the defined responsibilities

of StableX under this Agreement), non-sublicensable except as expressly permitted herein, royalty-free, worldwide, and fully paid-up

license under Kopin Background Technology to StableX for: (i) conducting the applicable Development Plan in accordance with its terms

and (ii) developing, commercializing and otherwise using the Project Technology solely within StableX’s rights expressly granted

under this Agreement, which includes (x) incorporation into Products and Services for the Commercial Market; and (y) marketing, distributing

and selling such Products and Services in the Commercial Market. For the avoidance of doubt, StableX shall not manufacture, or have manufactured

by any third party, any Products or Services incorporating any Kopin Background Technology or any Project Technology, and all such Products

and Services shall be manufactured exclusively by or on behalf of Kopin, irrespective of field of use, product category, customer channel

or route to market, in each case subject to and in accordance with the terms of the Supply Agreement. For the purpose of clarity, Products

and Services may be used and sold under this Section 4.2; provided that no license is granted under this Section 4.2 with respect to

Kopin Background Technology other than to the extent necessary for the exercise of StableX’s rights in Project Technology under

this Agreement. The license granted under this Section 4.2 shall terminate automatically upon termination of this Agreement, except to

the extent expressly preserved under Section 9.5. For the avoidance of doubt: (a) StableX shall not use Kopin Background Technology to

develop any products or technologies outside the scope of the Project Technology or following termination of this Agreement, except as

expressly permitted under Section 9.5 and (b) under no circumstances shall any right, title or interest in Kopin Background Technology

transfer to StableX, whether by termination, expiration, breach, operation of law or otherwise.

Page 5 of 14

4.3 Disclosure

of Technology. Each Party shall use customary and reasonable measures to document and keep contemporaneous written records of Development

Work under the applicable Development Plan, including activities related to conception and reduction to practice of Project Technology.

Each Party shall promptly and fully disclose to the other Party in writing all Project Technology developed, created, invented, authored,

conceived or reduced to practice by or on behalf of such Party. Except as set forth in Section 4.5, each Party is prohibited from making

public disclosures or patent filings about such Project Technology without the prior written consent of the other Party, which consent

will not be unreasonably withheld, conditioned, or delayed.

4.4 Use

of Project Technology. Notwithstanding any other provision of this Agreement and irrespective of the co-ownership of Project Technology,

neither Party shall have the right to commercialize or grant a license to any third party for any Project Technology or any related Intellectual

Property Right without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed;

provided that: (a) Kopin shall have the exclusive worldwide rights to commercialize Military, Government and Defense Products using Project

Technology, including for all government, military, defense and government intelligence customers and through contractors, integrators,

resellers and other intermediaries serving such markets; and (b) StableX shall have the exclusive worldwide rights to commercialize Products

and Services using Project Technology in all markets and for all end users other than government, military, defense and government intelligence

customers (the “Commercial Market”). For the avoidance of doubt, each Party may commercialize Project Technology

within its respective exclusive field as set out above without further consent from the other Party.

4.5 Protection of Project Technology.

(a) The

Parties shall cooperate in developing a strategy for identifying and protecting any Project Technology, including, but not limited to,

registering or applying for patent and other intellectual property protection thereon (“Filings”). Kopin will

have the right, in its reasonable discretion, to make any Filings after good faith discussion with StableX in respect of Project Technology,

and Kopin will instruct its counsel to comply with the requirements of this Agreement regarding the protection, maintenance, and enforcement

of such Filings. If Kopin determines to file one or more patent applications, it shall instruct an appropriately qualified patent attorney

to draft, file and prosecute patent application(s), with the input of StableX. All reasonable costs and legal fees incurred in connection

with making, prosecuting, and maintaining Filings will be borne equally by the Parties, unless otherwise agreed in writing by the Parties

with respect to a particular Filing or jurisdiction. For the avoidance of doubt, each Party’s share of such costs shall be borne

separately and shall not be deducted from, credited against, or otherwise included within the Development Funds or any amounts payable

by StableX to Kopin for Development Work under this Agreement. Each Party will cooperate and supply any information that is reasonably

necessary to assist the other in the sharing, preparation, and filing of documentation necessary to protect, maintain, and enforce the

Project Technology. Such cooperation will include, but not be limited to, the execution of any and all documentation necessary to properly

complete any Filing. Such patent counsel shall represent Kopin only, unless the Parties expressly agree otherwise in writing, and StableX

may retain separate counsel at its own expense.

(b) In

the event that Kopin has an opportunity to protect any specific Project Technology or a specific Intellectual Property Right related

thereto in any given jurisdiction and Kopin declines in writing to do so in that jurisdiction, it will provide at least 30 days’

notice to StableX, which will then, in its sole discretion, take whatever action it deems appropriate at its sole cost and expense, including

without limitation, by making such Filings as it deems appropriate, or pursuing or maintaining such Filings, to protect any aspect of

the Project Technology in such jurisdiction.

Party will cooperate and supply any information that is reasonably necessary to assist the other in the sharing, preparation, and filing

of documentation necessary to protect the Project Technology. Such cooperation will include, but not be limited to, the execution of

any and all documentation necessary to properly complete any Filing.

4.6 Enforcement of Rights itn Project Technology.

(a) Primary

Right to Enforce/Protect. If either Party believes that any right in the Project Technology is being infringed, misappropriated,

or misused by a third party, such party shall promptly notify the other Party of such infringement or misuse, along with all the relevant

non-privileged facts then in its possession, and Kopin will have the primary right, within sixty (60) days from the date it becomes aware

of the infringement, misappropriation, or misuse, to proceed to protect or enforce the Project Technology, including as to the filing

and maintenance of a claim, demand, investigation, suit or other proceeding against such third party (an “Action”),

as appropriate, regarding such infringement, misappropriation, or misuse. Such Action shall be conducted at the joint cost and expense

of the Parties, with each Party bearing fifty percent (50%) of all out-of-pocket costs and expenses incurred in connection with such

Action. StableX agrees to cooperate as reasonably necessary in support of any such Action. All damages, profits, awards and royalties

obtained in connection with such Action shall be applied first to reimburse the Parties for their respective out-of-pocket costs and

expenses incurred in connection with such Action, and any remaining amounts shall be shared equally between the Parties. If required

by law, Kopin is authorized to pursue the Action in the name of StableX; provided however, that if Kopin takes action in the name

of StableX, it shall indemnify and hold StableX harmless from and against any and all monetary damages, fines, fees, penalties, obligations,

deficiencies, losses and out-of-pocket expenses that StableX incurs or is subject to directly as a result of such Action. StableX agrees

that, if required for standing, it may be joined to such Action involving litigation, arbitration, or such other dispute proceeding.

Kopin shall keep StableX reasonably informed regarding the conduct of any such Action and shall not settle any such Action in a manner

that materially adversely affects StableX’s rights in the Project Technology without StableX’s prior written consent (not

to be unreasonably withheld, conditioned or delayed).

Page 6 of 14

(b) Secondary

Right to Enforce/Protect. If Kopin declines to proceed with an Action within such (60) day period, then StableX may proceed in its

sole discretion, at the joint cost and expense of the Parties, with each Party bearing fifty percent (50%) of all out-of-pocket costs

and expenses incurred in connection with such Action, to file and prosecute such Action in its own name, or if required by law, jointly

with Kopin (and in such event, StableX is hereby authorized to take action in the name of Kopin); provided however, that if StableX

takes action in the name of Kopin, it shall indemnify and hold Kopin harmless from and against any and all monetary damages, fines, fees,

penalties, obligations, deficiencies, losses and out-of-pocket expenses that Kopin incurs or is subject to directly as a result of such

Action. Any damages, profits, awards and royalties recovered in connection with such Action shall be applied first to reimburse the Parties

for their respective out-of-pocket costs and expenses incurred in connection with such Action, and any remaining amounts shall be shared

equally between the Parties. If required for standing, Kopin hereby agrees to be joined to such Action involving litigation, arbitration,

or such other dispute proceeding.

4.7 Third-Party

Challenge to Intellectual Property Rights in Project Technology. In the event a third party challenges the (i) validity, (ii) enforceability,

(iii) scope, or (iv) ownership of any of the co-owned Intellectual Property Rights in Project Technology before any governmental authority

with authority to determine the validity, enforceability, scope or ownership of such rights (an “IP Challenge”),

Kopin will have the primary right to manage such IP Challenge; provided that all reasonable out-of-pocket costs and expenses incurred

in connection with such IP Challenge shall be borne equally by the Parties. Kopin shall keep StableX reasonably informed regarding the

conduct of any such IP Challenge and shall not settle or compromise any such IP Challenge in a manner that materially adversely affects

StableX’s rights in the Project Technology without StableX’s prior written consent (not to be unreasonably withheld, conditioned

or delayed). Kopin will instruct its counsel to copy StableX on all relevant correspondence, to provide StableX copies of draft responses

at least 20 days before any deadline to permit StableX to provide input on such proposed responses, and to review and consider any such

input in good faith when finalizing and filing any such responses. If Kopin elects not to manage, or fails to act sufficiently promptly

with respect to, such IP Challenge, StableX shall have the secondary right to manage such IP Challenge on substantially the same terms,

mutatis mutandis.

ARTICLE

V -CONFIDENTIALITY

5.1 Confidentiality.

Each Party agrees to use at least the same degree of care to keep confidential all proprietary ideas, plans and information, including

information of a technological or business nature received from the other Party at any time in connection with this Agreement (“Confidential

Information”) as such Party would use to keep confidential its own confidential information, which degree of care will

require at least commercially reasonable efforts. Each Party will only use the other Party’s Confidential Information in furtherance

of the joint development under this Agreement, and is only permitted to disclose the other Party’s Confidential Information to

its employees and agents who are performing work under this Agreement and have a need to know such Confidential Information. These obligations

of confidentiality shall not apply to: (a) information that, at the time of disclosure or thereafter becomes publicly known through no

fault of the receiving Party; (b) information that, at the time of disclosure, is already known to the receiving Party (other than through

the disclosing Party) as evidenced by written documents in its possession at the time; or (c) information that is developed independently

by the receiving Party without reference to or use of the disclosing Party’s Confidential Information.

5.2 Required

Disclosure. If Confidential Information is required to be disclosed by the receiving Party pursuant to law, rule or regulation or

a governmental authority, including pursuant to a valid and effective subpoena or court order, such Confidential Information may be disclosed,

provided that the receiving Party being required to disclose the Confidential Information: (i) promptly notifies the disclosing Party

of the disclosure requirement (to the extent legally permitted), (ii) reasonably cooperates with the disclosing Party’s efforts

to resist or narrow the disclosure (including to obtain an order or other reliable assurance that confidential treatment will be accorded

to the disclosing Party’s Confidential Information) at the disclosing Party’s request and expense, and (iii) furnishes only

that portion of the Confidential Information that is legally required to be disclosed.

Page 7 of 14

5.3 Ownership

of Confidential Information. The Parties acknowledge that each has a valuable proprietary interest in its Confidential Information.

The Parties acknowledge that neither has any right, title, or interest in the other’s Confidential Information except as expressly

set out in this Agreement.

5.4 Employees,

Agents and Consultants. The Parties agree that their respective employees, financial or legal consultants or representatives, or

any Affiliates, having access to any of the other Party’s Confidential Information must be subject to a valid, binding and enforceable

arrangement to maintain the obligations of confidentiality and non-use of this Article V before receiving any such Confidential Information

of a disclosing Party, and the Parties shall be liable for any breach of any such obligation by their employees, consultants, or representatives

or those of their Affiliates. Each Party may disclose the terms of this Agreement in confidence to its professional advisors, attorneys,

insurers, financing sources and investors, and in confidence in connection with bona fide strategic transactional discussions with third

parties.

5.5 Injunctive

Relief. The Parties acknowledge that the breach or threatened breach of this Article V may result in irreparable injury to the disclosing

Party and that, in addition to its other remedies, the disclosing Party will be entitled to seek injunctive relief to restrain any threatened

or continued breach of this Article V. The Parties hereby waive any requirement for the posting of a bond or other security in connection

with the granting to the disclosing Party of such injunctive relief.

5.6 Survivability. The provisions of this Article V shall survive the termination of this Agreement.

ARTICLE

VI -SUBCONTRACTORS AND AFFILIATES

6.1 Subcontractors.

Each Party agrees that it will perform its activities under a Development Plan through its own employees and may engage independent contractors

or subcontractors without prior consent, provided that such Party remains responsible for such entities’ compliance with the terms

of this Agreement and ensures that such contractors are bound by written obligations of confidentiality and, where applicable, invention

assignment, no less protective than those set out in this Agreement.

6.2 Performance

by Affiliates. Each Party may exercise its rights and perform its obligations under this Agreement directly or through one or more

of its Affiliates. Each Party’s Affiliates will have the benefit of all rights (including all licenses) of such Party under this

Agreement; provided that any exercise of rights by an Affiliate shall remain subject to the same field, purpose and other restrictions

applicable to such Party. Each Party will remain responsible for the acts and omissions of its respective Affiliates.

ARTICLE

VII -REPRESENTATIONS AND WARRANTIES

7.1 Project

Technology. Neither Party makes any representations or warranties of any kind, either express or implied, and assumes no responsibilities

whatsoever with respect to the use, sale, or other disposition by the other Party of that other Party’s products or services whether

or not such products or services relate to Project Technology.

7.2 Kopin

Representations and Warranties. Kopin hereby represents and warrants that: (a) Kopin has all necessary consents, approvals, authorizations,

licenses and permits to carry on and conduct the Development Work under each Development Plan and to grant the rights to StableX as expressly

set out herein; (b) Kopin has the right to grant the license under Section 4.2 without conflict with the rights of any third party, and

has secured all necessary and appropriate consents to grant such license; (c) the Kopin Background Technology is not, to Kopin’s

knowledge, the subject of any pending litigation or administrative proceeding that would reasonably be expected to materially impair

Kopin’s ability to grant the rights expressly granted under this Agreement; and (d) Kopin shall perform this Agreement and exercise

its rights hereunder in accordance with applicable law, including without limitation applicable export control laws.

7.3 StableX Representations and Warranties. StableX hereby represents and warrants that:

7.4 (a)

StableX has all necessary consents, approvals, authorizations, licenses and permits to perform its obligations under this Agreement and

to grant the rights to Kopin as expressly set out herein;

7.5 (b)

the Convertible Preferred Stock issued to Kopin are in amount equal to 19.99% of the pro forma fully-diluted outstanding shares of common

stock of StableX (excluding shares of common stock underlying unexercised options, warrants and other common stock equivalents), and

the common stock issuable upon conversion thereof, are, or when issued will be, duly authorized, validly issued, fully paid and non-assessable.

The authorized, issued and outstanding capitalization of StableX is as set forth in StableX’s most recently filed periodic reports

with the U.S. Securities and Exchange Commission (the “SEC”), and since the date of such filing, there has

been no change in the capitalization of StableX other than as disclosed in subsequent filings with the SEC or as contemplated by this

Agreement and no Person has any right to acquire any equity securities of StableX other than as disclosed in the SEC Reports or as contemplated

by this Agreement;

Page 8 of 14

7.6 (c) StableX shall perform this Agreement and exercise its rights hereunder in accordance with applicable law;

7.7 StableX

is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite

corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted

and as contemplated by this Agreement;

7.8 the

Convertible Preferred Stock to be issued to Kopin pursuant to Section 2.4 has been duly authorized by all necessary corporate action

on the part of StableX, and when issued and delivered in accordance with the terms of this Agreement and the applicable certificate of

designations, such Convertible Preferred Stock will be validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances

and restrictions, other than restrictions on transfer under applicable securities laws and the organizational documents of StableX;

7.9 the

shares of common stock to be issued to Kopin upon conversion of the Convertible Preferred Stock have been duly authorized by all necessary

corporate action on part of StableX, and when issued and delivered in accordance with the terms of this Agreement and the applicable

certificate of designations, such shares of common stock will be validly issued, fully paid and non-assessable, free and clear of all

liens, encumbrances and restrictions, other than restrictions on transfer under applicable securities laws and the organizational documents

of StableX;

7.10 StableX

has timely filed all required reports, schedules, forms, statements and other documents with the SEC (collectively, the “SEC

Reports”), and each SEC Report, as of the date of its filing (or, if amended or superseded by a subsequent filing, as of

the date of the last such amendment or superseding filing prior to the Effective Date), complied in all material respects with the applicable

requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder, and none of the SEC Reports, as of their respective dates, contained any untrue statement of a material fact

or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading, and the financial statements included in the SEC Reports were prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as

may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable SEC rules) and fairly present

in all material respects the financial condition, results of operations and cash flows of StableX as of the dates and for the periods

indicated;

7.11 since

the date of the most recent balance sheet included in StableX’s most recently filed periodic report with the SEC prior to the Effective

Date, there has been no event, occurrence, development or circumstance that, individually or in the aggregate, has had or would reasonably

be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition or results of operations

of StableX and its subsidiaries, taken as a whole, or (ii) StableX’s ability to consummate the transactions contemplated by this

Agreement and to perform its obligations hereunder; and

7.12 the

execution, delivery and performance of this Agreement by StableX and the consummation of the transactions contemplated hereby do not

and will not (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents

of StableX, (ii) conflict with, or constitute a default (or an event that, with notice or lapse of time or both, would become a default)

under, result in the creation of any lien upon any of the properties or assets of StableX, or give to others any rights of termination,

amendment, acceleration or cancellation of, any material agreement, contract, lease, license or instrument to which StableX is a party

or by which any property or asset of StableX is bound or affected, in each case as disclosed or filed as an exhibit in the SEC Reports,

or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)

applicable to StableX or by which any property or asset of StableX is bound or affected.

7.13 EXCEPT

AS EXPRESSLY WARRANTED HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION

ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE JOINT DEVELOPMENT UNDER THIS AGREEMENT

OR ANY RESULTING PRODUCTS OR PROCESSES ARISING THEREFROM OR ANY OTHER MATTER RELATING TO THIS AGREEMENT.

Page 9 of 14

ARTICLE

VIII -LIABILITY AND INDEMNIFICATION

8.1 Indemnification.

Each Party shall defend, indemnify and hold harmless the other Party and its directors, officers, employees and agents (“Indemnitees”)

from and against any claim, suit, or action brought by a third party against any such Indemnitees, and shall pay all losses, damages,

liabilities, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and litigation costs) payable

to such third party, to the extent arising out of: (a) the gross negligence or willful misconduct of such Party; (b) the material breach

of this Agreement by such Party; (c) the violation of applicable law by such Party; (d) personal injury, death or damage to tangible

property caused by such Party’s gross negligence; or (e) any claim that materials, technology or Products supplied by such Party

under this Agreement infringe or violate any third-party intellectual property rights, except to the extent such claim arises from (i)

modifications by the other Party or (ii) use outside the scope of this Agreement.

8.2 Process.

The Party seeking indemnification from a Claim shall notify the other Party promptly upon becoming aware of the Claim (provided that

failure to promptly notify shall not relieve the indemnifying Party of its obligation to defend the Claim unless such failure materially

prejudices its ability to defend the Claim) and permit the other Party to control the defense and settlement of the Claim, and shall

reasonably cooperate with the indemnifying Party in such efforts (at the indemnifying Party’s request and expense). The indemnified

Party may not consent to the settlement or entry of judgment in such Claim without the indemnifying Party’s prior written consent.

The indemnified Party may participate in the defense of the Claim with its own counsel at its own expense.

8.3 Insurance.

During the term of this Agreement, each Party shall maintain insurance coverage of the kind and in the amounts customary for similarly

situated companies operating in its industry and performing obligations of a similar nature.

8.4 No

Special Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO LOSSES PAYABLE BY A PARTY

TO A THIRD PARTY PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION 8.1 AND EXCEPT FOR DAMAGES CAUSED BY A PARTY’S BREACH OF

ARTICLE V (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, PUNITIVE, INDIRECT,

INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST REVENUES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY

OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.

8.5 Limitation

of Liability. Except with respect to (i) a Party’s breach of Article V (Confidentiality), (ii) a Party’s indemnification

obligations under Section 8.1, and (iii) a Party’s fraud or willful misconduct, in no event shall a Party’s total aggregate

liability under this Agreement exceed the greater of: (a) the total amounts paid or payable by StableX under this Agreement; and (b)

$15,000,000.

ARTICLE

IX -TERM AND TERMINATION

9.1 Term.

This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either Party in accordance

with this Article IX.

9.2 Termination

for Material Breach. In the event that a Party materially breaches any provision of this Agreement, the non-breaching Party shall

have the right to terminate this Agreement by serving on such breaching Party sixty (60) days written notice specifying such breach;

provided, however, that the breaching Party shall have the right to cure such breach during such notice period if such breach is capable

of cure.

9.3 Termination

for Bankruptcy Event. Either Party may terminate this Agreement immediately upon written notice to the other Party if a Bankruptcy

Event occurs with respect to such other Party. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise

be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside

the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as

defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and

until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and

its successors and assigns (including a trustee) shall perform all obligations provided in this Agreement to be performed by such Party.

If this Agreement is rejected as provided in the Bankruptcy Laws and a Party in its capacity as a licensee elects to retain its rights

granted hereunder as provided in the Bankruptcy Laws, then the other Party (in any capacity, including debtor-in-possession) and its

successors and assigns shall promptly provide to the Party exercising its license rights all materials and embodiments of such intellectual

property reasonably required to enable such Party to exercise its rights under this Agreement. Without limiting the foregoing and subject

to applicable Bankruptcy Laws, the Parties acknowledge and agree that all licenses and rights granted under this Agreement are intended

to be, and shall be deemed to be, licenses of rights to “intellectual property” for purposes of Section 365(n) of the United

States Bankruptcy Code (and any analogous provisions of applicable law). In the event that this Agreement is rejected by a Party in a

case under Bankruptcy Laws, the other Party, as a licensee, shall be entitled to elect to retain its rights under this Agreement as provided

in Section 365(n), and the rejecting Party (and any trustee, receiver or debtor-in-possession) shall, upon written request, promptly

provide to the other Party all embodiments of such intellectual property and other materials reasonably necessary to enable the other

Party to exercise its rights, including source code (if applicable), technical documentation, specifications, know-how and other information.

Each Party further agrees that it shall not interfere with the other Party’s exercise of its rights under this Agreement, including

any rights retained pursuant to Section 365(n), following any such rejection.

Page 10 of 14

9.4 Performance

Related Termination. Either Party may terminate this Agreement upon written notice if the other Party has materially failed to perform

its obligations under the applicable Development Plan; provided that: (a) such failure is measured against the objective criteria set

out in the applicable Development Plan; (b) the non-performing Party has been given written notice specifying such failure in reasonable

detail; and (c) the non-performing Party has failed to cure such failure, or to propose and implement a reasonable remediation plan,

within thirty (30) days following such notice. For the avoidance of doubt, a Party may not terminate this Agreement solely on the basis

that the Project Technology may not result in a commercially viable product. For the avoidance of doubt, a material failure by StableX

to operate in the Ordinary Course of Business to the extent that it materially impacts the Project shall constitute a failure to perform

for the purposes of this Section 9.4.

9.5 Effect of Termination and Expiration.

(a) Termination

for Breach or Bankruptcy (by non-breaching Party). In the event of termination of this Agreement pursuant to Section 9.2 or Section 9.3:

(i) the non-breaching Party shall retain its rights in the Project Technology in accordance with this Agreement; and (ii) to the extent

the terminating Party is Kopin and such termination arises from StableX’s breach, failure to fund amounts due under this Agreement,

or Bankruptcy Event, Kopin shall have the right to continue to develop, use and commercialize the Project Technology without restriction,

and StableX shall assign (and hereby assigns) to Kopin all of its right, title and interest in and to the Project Technology.

(b) Termination

following Performance Issues. In the event of termination pursuant to Section 9.4: (i) where termination arises from Kopin’s uncured

material breach, StableX shall retain a non-exclusive, non-transferable license to use the Project Technology within its permitted Field,

subject to the terms of this Agreement; and (ii) where termination arises from StableX’s failure to perform its obligations (including

failure to fund), the consequences set out in Section 9.5(a) shall apply.

Position. If StableX is deemed not to proceed with the Project pursuant to Section 2.3(e) then: (i) Kopin shall have the right to continue

the development, commercialization and exploitation of the Project Technology in any commercial field, irrespective of any field or market

restrictions otherwise applicable to StableX under this Agreement; and (ii) the Parties shall discuss in good faith whether StableX should

retain a limited license or economic participation (such as a royalty) in respect of the Project Technology, taking into account the

level of funding actually provided by StableX and the circumstances in which the Project did not proceed.

(d) Background

Technology. Under no circumstances shall ownership of Kopin Background Technology transfer to StableX. Any license granted under Section

4.2 shall terminate upon termination of this Agreement, except to the extent necessary to give effect to any surviving rights in Project

Technology under this Section 9.5.

(e) Accrued

Rights. Termination shall not affect any rights or obligations accrued prior to the effective date of termination, including any payment

obligations.

(f) Failure

to Proceed. For the purposes of this Section 9.5, after the Negotiation Period of 1 year pursuant to Section 2.3(e), the following shall

be deemed a failure by StableX to proceed with the Project: (i) failure to fund amounts when due under Section 2.3; (ii) election not

to proceed following a Successful Demo; (iii) failure to engage in good faith discussions under Section 2.3(e); (iv) failure to operate

in the Ordinary Course of Business in a manner that materially impacts the Project; or (v) a Bankruptcy Event or cessation of active

operations. In each such case, Kopin shall have the rights set out in Section 9.5(a).

9.6 Survival. The provisions of Articles I, IV, V, VIII, X and Section 9.5 shall survive termination of this Agreement.

ARTICLE

X -MISCELLANEOUS

10.1 Rights

Amendment Plan. StableX covenants and agrees that, concurrently with the execution and delivery of this Agreement, StableX shall

execute and deliver an amendment to that certain Rights Agreement (the “Rights Plan”), dated as of July 31,

2025, by and between StableX and Equiniti Trust Company, LLC, as rights agent (“Rights Agent”), whereby the

board shall have the authority to designate any Person (as defined in the Rights Plan) as an “Exempt Person” (or similar

designation) under the Rights Plan by adopting resolutions waiving the applicability of the Rights Plan to such Person. The board has

adopted such resolutions in connection with the transactions contemplated by this Agreement and, accordingly, that the Rights Plan shall

not apply to Kopin or any of its Affiliates or any future acquiror of Kopin in connection with the transactions contemplated by this

Agreement or the other Transaction Agreements, and such waiver remains in full force and effect as of the date hereof.

10.2 Applicable

Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without reference

to its choice of law provisions. The Parties agree that, except as otherwise provided in this Agreement, should there be a dispute arising

from or related to this Agreement, it shall be brought before the courts in New York. The Parties hereby consent to the New York courts’

personal jurisdiction and waive any objection on the basis of inconvenient forum or venue.

Page 11 of 14

10.3 Notices.

All notices shall be in writing and delivered personally, by overnight express courier, or by registered or certified mail, postage prepaid,

to the following addresses of the respective Parties (or to any other address given by any Party to the other Party by proper notice):

Kopin:

Kopin

Corporation

125

North Drive

Westborough,

MA 01581

Attn:

Michael Murray

With

a copy (which will not constitute notice) to:

Morgan

Lewis & Bockius LLP

One

Federal Street

Boston,

MA 02110

Attn:

John J. Concannon

StableX:

StableX

Technologies, Inc.

1185

Avenue of the Americas

New

York, New York 10036

Attention:

Josh Silverman

With

a copy (which will not constitute notice) to:

Haynes

and Boone, LLP

Rockefeller Plaza

Floor

New

York, New York 10112

Attn:

Greg Kramer

Notices

shall be effective upon receipt if personally delivered, on the date of receipt if by express courier, or on the third (3rd)

business day following the date of mailing if actually received. Any change of address or contact name of a Party shall be promptly communicated

in writing to the other Party.

Page 12 of 14

10.4 Assignment.

Neither Party may assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written

consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed, and any attempted assignment in breach

of this Section shall be void ab initio; provided, however, that: (a) Kopin may assign this Agreement in its entirety, without consent,

in connection with a bona fide sale of all or substantially all of its business, assets or equity to which this Agreement relates, or

to an Affiliate, upon written notice to StableX; (b) StableX may assign this Agreement in its entirety only with Kopin’s prior

written consent in connection with a bona fide sale of all or substantially all of its business, assets or equity to which this Agreement

relates, or to an Affiliate, such consent not to be unreasonably withheld, conditioned or delayed; and (c) no assignment (including by

way of merger, acquisition or sale of equity) shall be permitted to a direct competitor of the other Party without that Party’s

prior written consent. Any permitted assignee shall assume all obligations of the assigning Party under this Agreement. No assignment

shall relieve the assigning Party of responsibility for the performance of any accrued obligations hereunder prior to the effective date

of such assignment. For the avoidance of doubt, a change of control of a Party shall be deemed to be an assignment for the purposes of

this Section. In the event of a change of control of StableX, Kopin shall have the right to terminate this Agreement upon written notice.

In the event of a change of control of Kopin, this Agreement shall continue in full force and effect and shall be binding on the successor

entity in accordance with this Section.

10.5 Force

Majeure. Except for the making of required payments, if the performance of, or any obligation under, this Agreement is prevented,

restricted, or interfered with by reason of fire, flood, explosion, or other casualty, accident, or act of God; general strikes or labor

disturbances; war, whether declared or not, or other violence; sabotage; or any law, order, proclamation, regulation, ordinance, demand,

or requirement of any government agency or court, or other cause beyond a Party’s reasonable control, the affected Party, upon

giving prompt notice to the other Party, shall be excused from such performance to the extent and for the duration of such prevention,

restriction, or interference. The affected Party shall use its commercially reasonable efforts to avoid or remove such cause of non-performance

or to limit the impact of the event on such Party’s performance and shall continue performance with commercially reasonable efforts

whenever such cause(s) are sufficiently diminished or removed.

10.6 Publicity.

Each Party agrees not to directly or indirectly issue any press release or make any public announcement relating to the subject matter

or terms of this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned

or delayed, except as a Party believes in good faith is required by applicable law, rule, or regulation, including any listing or trading

requirement concerning its publicly-traded securities (in which case, the Party seeking to disclose the information shall give reasonable

notice to the other Party of its intent to make such a disclosure and afford the other Party an opportunity to review and comment on

such notice, if feasible).

10.7 Entire

Agreement; Independent Counsel. This Agreement along with the Transaction Agreements sets forth the entire agreement between the

Parties and supersedes all previous agreements and understandings, whether oral or written, between the Parties with respect to the subject

matter of this Agreement. The Agreement may be executed in counterparts or electronically, each of which is deemed an original and the

same instrument. Each Party has had an opportunity to consult with counsel in negotiating this Agreement and the Parties have jointly

drafted and negotiated this Agreement. As such, the interpretation or construction of any provisions in this Agreement will not be strictly

construed against either Party.

10.8 Amendment.

This Agreement may not be modified or amended except by a written agreement signed by an authorized representative of each Party.

10.9 Severability.

The provisions of this Agreement are severable. If any provision in this Agreement is found or held to be invalid or unenforceable in

any tribunal, then the meaning of that provision shall be construed, to the extent feasible, to render the provision enforceable, and

the other provisions shall be unaffected, and the Parties shall negotiate in good faith a valid and enforceable provision that most closely

reflects the original intent.

10.10 Non-Waiver.

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise in any one or more instances, shall

be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision

or condition of this Agreement. Waivers must be in writing signed by the waiving Party to be enforceable.

10.11 Relationship

of Parties. Each of the Parties hereto is an independent contractor and nothing herein shall be deemed to constitute the relationship

of partners, joint venturers, nor of principal and agent between the Parties hereto, and nothing in this Agreement shall be deemed to

create any partnership, joint venture or fiduciary relationship between the Parties.

10.12 Succession.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.13 Authority.

Each Party has the full right, power, and authority to execute and deliver this Agreement and to perform its terms. The execution and

delivery of this Agreement and the consummation of the transactions required by this Agreement will not violate or conflict with: (i)

any charter provision or bylaw of either Party or any of its Affiliates, or (ii) any agreement with any third party. Each Party has taken

all required corporate actions to approve and adopt this Agreement. Each Party represents and warrants that the person or persons executing

this Agreement on its behalf are duly authorized and empowered to do so.

10.14 Construction.

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent

or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties.

10.15 Standstill.

During the Term of this Agreement and for a period of three (3) years thereafter, StableX and its Affiliates shall not, directly

or indirectly: (a) acquire beneficial ownership of more than 9.9% of the outstanding voting securities of Kopin; (b) make or participate

in any tender offer, exchange offer, merger or other business combination involving Kopin; (c) solicit proxies or consents with respect

to securities of Kopin; or (d) otherwise seek to obtain control of Kopin other than through a transaction approved by Kopin’s board

of directors. Any proposed transaction involving a change of control of Kopin shall be initiated and conducted solely through Kopin’s

board of directors or its authorised representatives.

Page 13 of 14

WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.

KOPIN

CORPORATION

STABLEX

TECHNOLOGIES, INC.

By:

/s/

Michael Murray

By:

/s/

Joshua Silverman

Name:

Michael

Murray

Name:

Josh

Silverman

Title:

President

and CEO

Title:

Executive

Chairman

Page 14 of 14

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

COMMERCIAL

SUPPLY AGREEMENT

This

Commercial Supply Agreement (the “Agreement”), dated as of April 27, 2026 (“Effective Date”), is

entered into by and between StableX Technologies, Inc., a Delaware corporation, located at 1185 Avenue of the Americas, New York, New

York 10036 (“StableX”), and Kopin Corporation, a Delaware corporation, with offices at 125 North Drive, Westborough,

MA 01581 (“Kopin,” and together with StableX, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS,

Kopin is an electronics manufacturer specializing in high-resolution microdisplays and optical components;

WHEREAS,

the Parties have executed and delivered that certain Joint Development & License Agreement of even date herewith (the “Development

Agreement”) pursuant to which the Parties will develop and commercialize one or more, and own or control rights to the Products

(as defined below) and intend for this agreement to be the commercial supply agreement referred to therein.

WHEREAS,

Kopin will use its procurement, engineering and manufacturing expertise to produce the Products and StableX wishes to purchase the Products

from Kopin and resell these Products to End Users, in accordance with the terms and conditions of this Agreement; and

NOW,

THEREFORE, in consideration of the mutual covenants, terms, and conditions set out in this Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE

DEFINITIONS

“Affiliate”

of a 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. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Business

Day” means any day except Saturday, Sunday, or a federal holiday.

“Defective”

means, with respect to a Product, a failure to conform in any material respect to the warranties in Section 15.02 (Limited Product Warranty).

“Defective

Product(s)” means Products that are Defective. For the avoidance of doubt, where a Product is accepted under Section 9.04 (Inspection),

any failure that would have been reasonably apparent on visual inspection at the time of delivery shall not be treated as a Defect unless

it constitutes a breach of the warranties in Section 15.02.

“End

User” means the final purchaser that has acquired a Product, directly or indirectly, for its own or its Affiliate’s internal

use and not for resale, remarketing, or distribution. For the avoidance of doubt, End Users shall not include any purchaser that is a

Governmental Authority or that is acquiring Products for use in connection with military, defense or automotive applications.

”Governmental

Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality

of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental

authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator,

arbitration panel, court, or tribunal of competent jurisdiction.

“Inability

to Supply Event” means the occurrence of any of the following: (a) Kopin’s failure to deliver at least 90% of the quantity

of Products ordered by StableX in an accepted Purchase Order within the applicable Lead Times (plus a grace period of 30 days), in each

case other than where such failure is due to (x) supply constraints, component shortages or manufacturing limitations, or (y) compliance

with Kopin’s other contractual, legal or regulatory obligations; (b) Kopin’s written notice to StableX that Kopin will be

unable to fulfill a material portion of any Purchase Order; (c) Kopin’s failure, over two (2) consecutive quarters, to use commercially

reasonable efforts to maintain manufacturing capacity sufficient to support StableX’s forecasted requirements, as agreed between

the Parties; or (d) Kopin’s discontinuation of manufacturing operations for the Products for a period of sixty (60) or more consecutive

days (other than for scheduled maintenance disclosed to StableX in advance); provided, however, that none of the foregoing shall constitute

an Inability to Supply Event to the extent directly caused by: (i) a Force Majeure Event (as defined below); (ii) StableX’s failure

to perform any of its obligations under this Agreement; (iii) Kopin’s compliance with any contractual, legal or regulatory obligation

to prioritize supply to governmental, military or defense customers; (iv) any increase in Purchase Orders or forecasted requirements

by StableX that is not consistent with the most recent forecast provided to Kopin or that exceeds agreed ramp-up parameters between the

Parties; or (v) any Purchase Order or requested delivery date that does not comply with the applicable Lead Times.

“Law”

means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, any order, writ, judgment, injunction, decree,

stipulation, award, or determination entered by or with any Governmental Authority, or other requirement or rule of law of any Governmental

Authority.

“Person”

means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental

Authority or any other entity.

“Personnel”

means agents, employees, or subcontractors engaged or appointed by Kopin or StableX.

“Products”

means one or more products incorporating the Project Technology developed under the Development Agreement.

“Project

Technology” has the meaning set forth in the Development Agreement.

“Purchase

Order” means a purchase order issued by StableX for Products in accordance with this Agreement.

“Representatives”

means, with respect to a Party, its Affiliates and its and their respective employees, officers, directors, partners, agents, attorneys,

and professional advisors.

“Product

Specifications” means the acceptance criteria agreed in writing by the Parties, including any applicable numerical limits,

ranges or other objective criteria for the Products, as set forth in the Development Agreement or otherwise expressly agreed in writing

by the Parties.

“Territory”

means the entire world, excluding any country or territory that is subject to comprehensive trade or economic sanctions, embargoes or

similar restrictions administered or enforced by the United States (including by the U.S. Department of the Treasury’s Office of

Foreign Assets Control, the U.S. Department of State or the U.S. Department of Commerce).

“Warranty

Period” means a period of 12 months from delivery of the relevant Product to the End User.

ARTICLE

APPOINTMENT OF STABLEX

Section

2.01 Exclusive Appointment and Exclusive Supply. Kopin hereby appoints StableX, and StableX accepts the appointment, to act as an

exclusive seller of Products to End Users located in the Territory during the Term solely in accordance with the terms and conditions

of this Agreement. Kopin may, directly or indirectly, in its sole discretion: (i) sell the Products to any Person (including resellers,

retailers and End Users) outside the scope of StableX’s exclusivity under this Agreement; (ii) sell Products directly to Government

Authorities; and (iii) manufacture Products in any location (including within the Territory) for sale or resale to such Persons. StableX

will purchase its entire requirements from Kopin under this Agreement except following an Inability to Supply Event, provided that an

Inability to Supply Event shall not occur in the event a Force Majeure Event is in effect. Notwithstanding the foregoing, Kopin shall

retain exclusive supply and distribution rights with respect to the sale of Products to the automotive, military and defence markets,

and such markets shall be excluded from the scope of StableX’s appointment hereunder. For the avoidance of doubt, Kopin shall have

the right, in its sole discretion, to prioritise supply to such markets.

Section

2.02 Limited Contingent StableX Right to Manufacture. In the event of an Inability to Supply Event as defined in this Agreement,

and subject to the Parties agreeing in writing the scope and duration of such event, StableX may, solely to the extent necessary to address

such Inability to Supply Event, manufacture Products in the Territory for sale or resale in the Territory. Any such right shall be limited

to the duration and quantities reasonably required to address the applicable Inability to Supply Event and shall terminate immediately

upon Kopin’s ability to resume supply. StableX shall use commercially reasonable efforts to ensure that no Affiliate, distributor,

sub-contractor, End User, or other agent sells, leases, or otherwise transfers, or assists any third party to do the foregoing, outside

the Territory. Kopin shall use commercially reasonable efforts to remedy the applicable Inability to Supply Event as soon as reasonably

practicable. If such Inability to Supply Event continues for a period of six (6) months (taking into account the applicable Lead Times),

the Parties shall discuss in good faith appropriate modifications to this Agreement, including with respect to exclusivity and supply

arrangements.

ARTICLE

III

FRANCHISE OR BUSINESS OPPORTUNITY AGREEMENT

Section

3.01 No Franchise or Business Opportunity Agreement. The Parties to this Agreement are independent contractors and nothing in this

Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity

between Kopin and StableX. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation,

express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their personnel under this Agreement

and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits,

or the manner and means through which the work under this Agreement will be accomplished. Except as provided otherwise in this Agreement,

StableX has the sole discretion to determine its methods of operation, accounting practices, the types and amounts of insurance StableX

carries, personnel practices, advertising and promotion, customers, and service areas and methods. If any provision of this Agreement

is deemed to create a franchise relationship between the Parties, then the Parties shall negotiate in good faith to modify this Agreement

so as to effect the Parties’ original intent as closely as possible in a mutually acceptable manner in order that the transactions

contemplated hereby be consummated as a product seller agreement and not a franchise agreement.

ARTICLE

TERMS

OF AGREEMENT PREVAIL OVER STABLEX’S PURCHASE ORDER

Section

4.01 Terms of Agreement Prevail Over StableX’s Purchase Order. This Agreement is expressly limited to the terms set out herein.

The terms of this Agreement shall prevail over any terms or conditions contained in any other documentation related to the subject matter

of this Agreement and expressly exclude any additional or conflicting terms and conditions contained in any Purchase Order or other document

issued by StableX, whether or not such document is acknowledged or accepted by Kopin.

ARTICLE

GENERAL

STABLEX PERFORMANCE OBLIGATIONS

Section

5.01 Marketing and Reselling Products. StableX shall, at its own expense:

(a) exert

commercially reasonable efforts to market, advertise, promote, and resell the Products to End Users located in the Territory consistent

with good business practice, in each case using its best efforts to maximize the sales volume of the Products;

(b) have

sufficient knowledge of the industry and products competitive with each Product (including specifications, features and benefits) so

as to be able to explain in detail to the End Users information on standard protocols and features of each Product;

all reasonable directions and instructions given to it by Kopin in relation to the marketing, advertisement, promotion and proper use

of the Products to the extent that these marketing materials, advertisements, or promotions refer to the Products;

(d) divulge, in any and all contact between StableX and any End User, StableX’s full legal name, trade name, or both;

(e) market,

advertise, promote and resell Products and conduct business in a manner that reflects favorably at all times on Products and the good

name, goodwill, and reputation of Kopin; and

(f) promptly notify Kopin of any complaint about any Product or its use of which StableX becomes aware.

Section

5.02 Authority to Perform Under this Agreement. StableX shall, at its own expense, obtain and maintain required certifications, credentials,

licenses, and any other permits necessary to conduct business in accordance with this Agreement and applicable Law.

Section

5.03 Limited End User Support. During the Term of this Agreement StableX shall, at its own expense:

(a) ensure

that an adequate number of trained, capable, and qualified technical Personnel with sufficient knowledge of the Product are available

during normal business hours to assist End Users; and

(b) respond to the End Users regarding the general operation and use of the Product, including, without limitation:

(i) acting

as a liaison between the End User and Kopin in matters requiring Kopin’s participation;

(ii) providing

general Product information and configuration support on standard protocols and features;

and

(iii) collecting

relevant technical problem identification information and relaying the same to Kopin or its designees.

Except

as expressly authorized by Kopin in writing or as otherwise set out in this Agreement or in a separate written agreement with Kopin,

StableX may not service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products it sells to End Users.

Section

5.04 Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither StableX nor StableX’s Personnel shall

directly or indirectly: (a) make any representations, warranties, guarantees, claims or commitments on behalf of Kopin or with respect

to the Products, except those expressly authorized by Kopin or as are set forth in Kopin’s literature or other promotional materials

that have been authorized by Kopin in writing for distribution to third parties; (b) engage in any unfair, anti-competitive, misleading,

or deceptive practices with respect to the Products, Kopin, or any third party, including, without limitation, product disparagement

and any trade libel of Kopin or any third party; or (c) during the Term, market, advertise, promote, sell, or distribute other substantially

similar products or products that materially compete with the Products to any End Users in the Territory, except to the extent this restriction

is prohibited by applicable Law, in which case StableX must promptly notify Kopin of such restriction. Whether a product or product line

is deemed to compete with the Products shall be determined acting reasonably by Kopin.

ARTICLE

KOPIN OBLIGATIONS

Section

6.01 Kopin Obligations. During the Term, Kopin shall:

(a) provide

such information and support as Kopin reasonably determines is appropriate, upon reasonable request by StableX, regarding the marketing,

advertising, promotion, and sale of Products sold to StableX under this Agreement; and

(b) make

available to StableX, at Kopin’s discretion, materials, such as samples, prototypes, documentation, brochures, and other items

that Kopin, in its sole discretion, deems necessary or appropriate for the promotion and sale of the Products in the Territory (“Materials”),

which may include, for example, samples, prototypes, documentation, brochures, and other promotional materials. Kopin shall retain all

rights, title, and interest in and to all Materials. StableX shall promptly return all Materials to Kopin upon Kopin’s request

or on the expiration or earlier termination of this Agreement as provided for in Article XIV (Term; Termination).

ARTICLE

VII

MANUFACTURING RAMP-UP AND COOPERATION

The

Parties acknowledge that, as of the Effective Date, the Products remain under development and that the final specifications, costs, required

components, and tooling necessary for commercial-scale manufacturing have not yet been determined. The Parties agree to cooperate in

good faith to develop and implement a mutually acceptable manufacturing ramp-up plan (the “Ramp-Up Plan”), which shall

include: (a) identification and procurement of tooling, equipment, and other capital assets required for factory production of the Products;

(b) qualification and sourcing of components and raw materials necessary for manufacture of the Products; (c) establishment of a timeline

for the commencement and scaling of commercial manufacturing operations; (d) a detailed budget setting forth the estimated costs associated

with each element of the Ramp-Up Plan (the “Ramp-Up Budget”); (e) the pricing to be charged by Kopin to StableX for

the Products (the “Supply Price”), which pricing shall be determined based on Kopin’s actual costs of production

plus a reasonable profit margin; and (f) suggested retail pricing or pricing guidelines for the sale of Products by StableX to End Users

(the “End User Price”), which pricing shall take into account the Supply Price and StableX’s costs of distribution,

marketing, and sales, and shall be designed to enable StableX to achieve a reasonable profit margin on such sales. The Parties shall

use commercially reasonable efforts to seek to finalize the Ramp-Up Plan and Ramp-Up Budget within one (1) year following the completion

of the product development phase under the Development Agreement. Each Party shall designate a representative to serve as the primary

point of contact for matters relating to the Ramp-Up Plan, and such representatives shall meet on a regular basis (and no less frequently

than monthly) to review progress, address issues, and coordinate activities. In addition, the Parties shall cooperate in good faith with

respect to financing the manufacturing ramp-up, including by sharing information reasonably requested by the other Party or by potential

financing sources and participating in discussions with lenders or investors, and taking such other actions as the Parties may agree

in writing are appropriate to support efforts to obtain financing for the implementation of the Ramp-Up Plan. The Parties agree that

as part of the manufacturing ramp-up, the Parties will negotiate creating manufacturing capacity dedicated to StableX designed to reduce

the likelihood of an Inability to Supply Event arising out of Kopin’s need to comply with any other contractual, legal or regulatory

obligations, including the need to prioritize supply to governmental, military or defense customers. The Parties further agree to negotiate

the Supply Price and End User Price in good faith, with the mutual objective of ensuring that both Kopin and StableX are able to realize

a reasonable return on their respective investments in the development, manufacture, and distribution of the Products. The Parties shall

review the Supply Price and End User Price on a periodic basis (and no less frequently than annually), taking into account changes in

production costs, market conditions, and other relevant factors.

ARTICLE

VIII

ORDERS PROCEDURE

Section

8.01 Purchase Order. StableX shall issue all Purchase Orders to Kopin in written form via email or using the notice procedures identified

herein under Section 20.02, or such other address Kopin may specify from time to time. By placing a Purchase Order, StableX makes an

offer to purchase Products under the terms and conditions of this Agreement, and on no other terms. Any purported variations made to

the terms and conditions of this Agreement by StableX in any Purchase Order are void and have no effect.

Section

8.02 Purchase Order Transaction Terms. StableX shall specify the following information in each Purchase Order:

(a) a

list of Products to be purchased, including make/model number;

(b) quantities

of each Product ordered; and

requested delivery date, provided that such requested delivery date complies with the applicable lead times agreed between the Parties

from time to time (the “Lead Times”).

Section

8.03 Binding Effect. A Purchase Order shall become binding on Kopin only upon written acceptance by Kopin, which acceptance shall

not be unreasonably withheld and shall be subject to availability, capacity, compliance with this Agreement and consistency with the

Lead Times. Kopin shall accept or reject each Purchase Order within ten (10) Business Days of receipt; failure to respond within such

period shall be deemed acceptance, provided that any such deemed acceptance shall be subject to the Lead Times.

Section

8.04 Forecasts. Beginning on the first day of the calendar quarter immediately following the achievement of a successful demonstration

prototype under the Development Agreement, StableX shall provide Kopin with a forecast of its anticipated demand for the Products on

a semi-annual basis. All such forecasts are provided for planning purposes only and shall be non-binding.

ARTICLE

SHIPMENT AND DELIVERY

Section

9.01 Shipment. Unless expressly agreed to by the Parties in writing, StableX shall select the method of shipment of and the carrier

for the Products. Kopin may, in its sole discretion, without liability or penalty, provide partial shipments of Products to StableX.

Each shipment constitutes a separate sale, and StableX shall pay for the units provided to the carrier for shipping, whether the shipment

is in whole or partial fulfillment of a Purchase Order. StableX shall be responsible for any loss or damage to Products occurring in

transit following delivery to the carrier.

Section

9.02 Delivery. Unless expressly agreed to by the Parties, Kopin shall deliver the Products to StableX’s carrier, using Kopin’s

standard methods for packaging and providing the Products. All Prices are FCA (Incoterms 2020) where StableX shall be fully responsible

for arranging and payment for the carrier.

Section

9.03 Late Delivery. Any time quoted for delivery is an estimate only; provided, however, that Kopin will use commercially

reasonable efforts to deliver all Products on or before the requested delivery date. Subject to StableX’s rights under this Section,

no delay in the shipment or delivery of any Product relieves StableX of its obligations under this Agreement, including accepting delivery

of any remaining installment or other orders of Products.

Section

9.04 Inspection. StableX shall inspect Products received under this Agreement within ten (10) Business Days of receipt (the “Inspection

Period”) of the Products and either accept or, if any Products are Defective Products, reject these Products. StableX will

be deemed to have accepted the Products unless it notifies Kopin in writing of any Defective Products during the Inspection Period and

furnishes written evidence or other documentation as reasonably required by Kopin. If StableX timely notifies Kopin of any Defective

Products, Kopin shall determine, in its reasonable discretion, whether the Products are Defective Products. If Kopin, acting reasonably,

determines that the Products are Defective Products, it shall either, in its sole discretion, (i) replace such Defective Products with

conforming Products, or (ii) refund the Price invoiced or paid, as applicable. StableX shall ship, at its expense, all Defective Products

to Kopin’s facility. If Kopin exercises its option to replace Defective Products, Kopin shall provide the replacement(s) to StableX

at Kopin’s expense.

StableX

acknowledges and agrees that the remedies set out in this Section are StableX’s exclusive remedy for the delivery of Defective

Products, subject to StableX’s rights under Section 15.02 and Section 15.04 regarding any Defective Products for which StableX

accepted delivery under this Section.

Section

9.05 Limited Right of Return. Except as provided under Section 9.04 (Inspection), Section 15.02 (Limited Product Warranty) and Section

15.04 (Extent of Liability), all sales of Products to StableX under this Agreement are made on a one-way basis and StableX has no right

to return Products purchased under this Agreement.

Section

9.06 Title and Risk of Loss. Title to Products shipped under any Purchase Order passes to StableX on Kopin’s providing such

Products to the carrier at Kopin’s facility, provided that Kopin reserves all rights to recover unpaid Products to the extent permitted

by applicable law. Risk of loss to Products shipped under any Purchase Order passes to StableX upon Kopin’s delivery of such Products

to the carrier.

ARTICLE

PRICE AND PAYMENT

Section

10.01 Shipping Charges, Insurance and Taxes. StableX shall pay for shipping charges and insurance costs in accordance with the commercial

terms set forth in ARTICLE IX (Shipment and Delivery). All Prices are exclusive of all sales, use, and excise taxes, and any other similar

taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by StableX under this Agreement.

StableX is responsible for all charges, costs, and taxes.

Section

10.02 Payment Terms. Kopin will issue monthly invoices to StableX for all Products ordered in the previous month. StableX shall pay

all invoiced amounts due to Kopin within thirty (30) calendar days from the invoice date, except for any amounts disputed by StableX

in good faith and in accordance with Section 10.03. StableX shall make all payments in US dollars by wire transfer or via any other method

Kopin designates in writing to StableX. Any undisputed amounts not paid when due shall accrue interest at a rate of 1% per month and

12% per annum (or the maximum rate permitted by applicable law, if lower), from the due date until payment. All amounts payable by StableX

under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by applicable

law).

Section

10.03 Invoice Disputes. StableX shall notify Kopin in writing of any dispute with any invoice (along with substantiating documentation)

within thirty (30) calendar days after the date of the invoice. StableX will be deemed to have accepted all invoices for which Kopin

does not receive timely notice of disputes, and shall pay all undisputed amounts due under these invoices within the period set out in

Section 10.02 (Payment Terms). The Parties shall seek to resolve all disputes expeditiously and in good faith. Notwithstanding the foregoing,

StableX shall continue to pay all undisputed amounts in accordance with this Agreement.

ARTICLE

RESALE OF THE PRODUCTS

Section

11.01 Credit Risk on Resale to End Users. StableX is responsible for all credit risks regarding, and for collecting payment for,

all Products sold to third parties (including End Users), whether or not StableX has made full payment to Kopin for the Products. The

inability of StableX to collect the purchase price for any product does not affect StableX’s obligation to pay Kopin for any Product.

Section

11.02 Resale Prices. StableX shall establish its own resale prices and terms regarding Products it sells, subject to and in accordance

with the provisions of the first paragraph of Article VII.

ARTICLE

XII

COMPLIANCE WITH LAWS

Section

12.01 General Compliance With Laws Representation and Warranty; Covenant. Each Party represents and warrants to the other Party that

it is in material compliance with all Laws applicable to this Agreement, the Products and the operation of its business. Each Party shall

at all times comply with all applicable Laws.

ARTICLE

XIII

TERM; TERMINATION

Section

13.01 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this

Agreement, shall continue for an initial period of four (4) years, after which it shall automatically renew for successive periods of

one (1) year unless either Party gives written notice of non-renewal not less than ninety (90) days prior to the end of the then-current

term (the “Term”).

Section

13.02 Effect of Expiration or Termination.

(a) The

Term’s expiration or earlier termination does not affect any rights or obligations

that:

(i) are to survive the expiration or earlier termination of this Agreement; and

(ii) were incurred by the Parties before the expiration or earlier termination; provided that all indebtedness of StableX to Kopin of any kind is immediately due and payable on the effective date of the Term’s expiration or earlier termination without further notice to StableX.

(b) Any

Notice of termination will automatically operate as a cancellation of any pending Purchase Orders that have not been accepted by Kopin

and any deliveries of Products to StableX that are scheduled to be made after the effective date of termination. Regarding any Products

that are still in transit on termination of this Agreement, Kopin may require, in its sole and absolute discretion, that all sales and

deliveries of the Products be made on a cash in advance or certified funds basis.

the expiration or earlier termination of this Agreement, StableX shall promptly cease to represent itself as Kopin’s authorized

representative regarding the Products in the Territory, and shall otherwise desist from all conduct or representations that might lead

the public to believe that StableX is authorized by Kopin to sell the Products or in any way associated with Kopin;

(i) return

to Kopin all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Kopin’s Confidential

Information; and

(ii) permanently erase all of Kopin’s Confidential Information from its computer systems; and

(d) Subject

to Section 13.02(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not

be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration

or earlier termination of this Agreement, except for (i) accrued payment obligations,

(ii)

breaches of this Agreement, or (iii) any liability that cannot be excluded under applicable Law.

ARTICLE

XIV

CONFIDENTIALITY

Section

14.01 Confidentiality. All non-public, confidential or proprietary information (“Confidential Information”) that

a Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”)

relating to the Disclosing Party, including but not limited to names or addresses of customers, sales techniques, distribution strategies,

sales terms or conditions, delivery or scheduling terms or conditions, costs, pricing, manufacturing or processing methods, and any new

product development plans the Disclosing Party may establish or issue from time to time, whether disclosed orally or disclosed or accessed

in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,”

in connection with this Agreement, shall be kept confidential and used solely for the Receiving Party’s performance of its obligations

under this Agreement and may not be disclosed to any third party without the Disclosing Party’s prior written consent. The Receiving

Party agrees to use commercially reasonable efforts to protect such Confidential Information, and not to use or disclose such Confidential

Information other than as permitted under this Agreement. The Receiving Party may disclose Confidential Information to its Affiliates,

employees, agents and contractors who have a need to know such information for the purposes of this Agreement, provided that such persons

are subject to confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall be responsible

for any breach of this Section by such persons. If any unauthorized disclosure of Confidential Information occurs or is suspected, the

Receiving Party shall promptly notify the Disclosing Party and provide reasonable details of such disclosure. To the extent the Receiving

Party receives confidential information of a third party in connection with this Agreement, it shall comply with any applicable restrictions

notified to it by the Disclosing Party in relation to such information. Confidential Information excludes information that: (a) is or

becomes generally available to the public other than as a result of a breach of this Agreement; (b) is obtained by the Receiving Party

on a non-confidential basis from a third party that is not under any obligation of confidentiality; or (c) was lawfully in the Receiving

Party’s possession prior to disclosure by the Disclosing Party. The Receiving Party may disclose Confidential Information to the

extent required by applicable Law or by a governmental authority, provided that (to the extent legally permitted) it gives the Disclosing

Party reasonable prior notice and reasonably cooperates, at the Disclosing Party’s expense, with any request to limit or protect

such disclosure..

Section

14.02 Upon the earlier of the Disclosing Party’s request or the expiration or termination of this Agreement, the Receiving

Party shall return or destroy all documents and materials (and any copies) containing the Disclosing Party’s Confidential Information,

save that the Receiving Party may retain copies to the extent required by applicable Law or for internal compliance purposes, subject

to the confidentiality obligations in this Agreement. The Parties acknowledge that a breach of this Section may result in irreparable

harm, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief in respect of any such breach. Nothing

in this Agreement shall prevent disclosure of Confidential Information to the extent permitted under applicable law, including pursuant

to the Defend Trade Secrets Act of 2016.

Section

14.03 The obligations set out in this Article XIV shall survive the expiration or termination of this Agreement for a period of five

(5) years, or, in the case of trade secrets, for so long as such information remains a trade secret under applicable Law.

ARTICLE

REPRESENTATIONS AND WARRANTIES

Section

15.01 StableX’s Representations and Warranties. StableX represents and warrants to Kopin that:

(a) it is a duly organized, validly existing and in good standing in the jurisdiction of its formation;

(b) it

is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of

this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its

ability to perform its obligations under this Agreement;

has the full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;

(d) the

execution of this Agreement by its Representative whose signature is set out at the end hereof has been duly authorized by all necessary

action of StableX;

(e) when

executed and delivered by each of Kopin and StableX, this Agreement will constitute the legal, valid and binding obligation of StableX,

enforceable against StableX in accordance with its terms.

Section

15.02 Limited Product Warranty. Subject to the provisions of Section 15.03, Section 15.04 and Section 15.05, Kopin shall make certain

limited warranties regarding the Products (“Limited Warranties”) solely to and for the End User’s benefit, which

shall be, in Kopin’s sole discretion, either:

(a) a written warranty statement included with the Product;

(b) that

the Products have been manufactured according to the agreed Product specifications and in accordance with applicable Law; or

warranty is extended to StableX under this Agreement. StableX shall not provide any warranty regarding any Product other than the Kopin

warranty described in this Section.

Section

15.03 Warranty Limitations. Limited Warranties do not apply where the Product:

(a) has

been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling,

abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by Kopin;

(b) has been reconstructed, repaired, or altered by Persons other than Kopin or its authorized Representative; or

(c)

has been used with any third-party product, hardware or product that has not been previously approved in writing by Kopin.

Section

15.04 Extent of Liability. During the Warranty Period, regarding any Defective Products:

(a) notwithstanding

anything in this Agreement to the contrary, Kopin’s liability under the Limited Warranty is discharged, in Kopin’s sole discretion

and at its expense, by:

(i) repairing or replacing any Defective Product(s); or

(ii) crediting

or refunding the Price of the Defective Product(s) invoiced or paid, as applicable (i.e., less any applicable discounts, rebates, or

credits).

(b) StableX

is responsible for all costs and risk of loss associated with the delivery of Defective Product(s) to Kopin (subject to change on receipt

of notice from Kopin) for warranty repair or replacement;

is responsible for all costs and risk of loss associated with the delivery of repaired or replaced products to the Delivery Point; and

(d) StableX

is responsible for all costs and risk of loss associated with the delivery and return of the repaired or replaced Products to End User.

All

claims for breach of the Limited Warranty must be received by Kopin no later than thirty (30) Business Days after the expiration of the

limited warranty period of the Product.

StableX

has no right to return for repair, replacement, credit, or refund any Product except as set out in this Section (or if otherwise applicable,

Section 9.04 (Inspection) and Section 15.02). StableX shall not reconstruct, repair, alter, or replace any Product, in whole or in part,

either itself or by or through any third party.

THIS

SECTION SETS FORTH StableX’S SOLE REMEDY AND StableX’S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS.

Except

as explicitly authorized in this Agreement or in a separate written agreement with Kopin, StableX shall not service, repair, modify,

alter, replace, reverse engineer, or otherwise change the Products it sells to End Users.

Section

15.05 Warranties Disclaimer; Non-reliance. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES DESCRIBED IN Section 15.01 AND Section 15.02,

(A) NEITHER KOPIN NOR ANY PERSON ON KOPIN’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER,

INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; OR (ii) FITNESS FOR A PARTICULAR PURPOSE; OR (iii) TITLE; OR (iv) NON-INFRINGEMENT;

OR (v) PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,

USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) STABLEX ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION

OR WARRANTY MADE BY KOPIN, OR ANY OTHER PERSON ON KOPIN’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN SECTION 15.02 (Limited Product

Warranty) OF THIS AGREEMENT.

ARTICLE

XVI

INDEMNIFICATION

Section

16.01 StableX General Indemnification. In accordance with the terms and conditions of this Agreement, StableX shall indemnify, hold

harmless, and defend (at Kopin’s election) Kopin and its Affiliates, and each of the foregoing’s officers, directors, partners,

members, shareholders, employees, agents, successors and assigns (collectively, “Kopin Indemnified Party”) against

any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines,

costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right to indemnification

under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by the Kopin

Indemnified Party, arising out of or relating to any Claim of a third party:

(a) relating

to a breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by the StableX or its Personnel;

(b) alleging

or relating to any act or omission of StableX or its Personnel (including any gross negligence, recklessness, or willful misconduct)

in connection with the performance of its obligations under this Agreement; or

or relating to any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or grossly

negligent acts or omissions of StableX or its Personnel.

Section

16.02 Kopin General Indemnification. In accordance with the terms and conditions of this Agreement, Kopin shall indemnify, hold harmless,

and defend (at StableX’s election) StableX and its Affiliates, and each of the foregoing’s officers, directors, partners,

members, shareholders, employees, agents, successors and assigns (collectively, “StableX Indemnified Party”) against

any and all Losses incurred by the StableX Indemnified Party, arising out of or relating to any Claim of a third party:

(a) relating

to a breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by the Kopin or its Personnel;

(b) alleging

or relating to any act or omission of Kopin or its Personnel (including any gross negligence, recklessness, or willful misconduct) in

connection with the performance of its obligations under this Agreement;

or relating to any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or grossly

negligent acts or omissions of Kopin or its Personnel; or

(d) any claim that a Product supplied by Kopin is a Defective Product.

ARTICLE

XVII

LIMITATION OF LIABILITY

Section

17.01 No Liability for Consequential or Indirect Damages. IN NO EVENT IS EITHER PARTY OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL,

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT

OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT SUCH PARTY

WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM

IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Section

17.02 Limitation of Liability. Except for liability arising from (i) a Party’s breach of its confidentiality obligations under

this Agreement, (ii) a Party’s indemnification obligations under Article XVI, and (iii) a Party’s fraud or willful misconduct,

each Party’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence),

or otherwise, shall not exceed the total amounts paid or payable by StableX to Kopin under this Agreement in the twelve (12) months preceding

the event giving rise to the claim.

ARTICLE

XVIII

INSURANCE

Section

18.01 StableX Insurance Obligations. During the Term each Party shall, at its own expense, maintain and carry in full force and effect,

all types and amounts of insurance required by applicable Law and all such insurance as is necessary to satisfy such Party’s obligations

under this Agreement, including general commercial liability insurance and product liability limits, in reasonable and customary amounts,

with financially sound and reputable insurers.

ARTICLE

XIX

MISCELLANEOUS

Section

19.01 Entire Agreement. In accordance with the language in ARTICLE IV (Terms of Agreement Prevail Over StableX’s Purchase Order),

this Agreement, including and together with related exhibits, schedules, attachments, and appendices, along with the Development Agreement

between the Parties, constitutes the sole and entire agreement between the Parties with respect to the subject matter of this Agreement,

and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding

such subject matter.

Section

19.02 Notices. All notices under this Agreement shall be made in writing and shall be deemed duly given if delivered either in person,

by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. All notices

shall be addressed to the Parties at their respective addresses first set forth above (or to such other address that the receiving Party

may designate from time to time in accordance with this Section). Notices shall be effective on receipt.

Section

19.03 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal,

or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or

invalidate or render unenforceable such term or provision in any other jurisdiction.

Section

19.04 Amendment and Modification. The Parties may not amend this Agreement except by written instrument signed by the Parties.

Section

19.05 Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in

writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,

any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single

or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise

of any other right, remedy, power, or privilege.

Section

19.06 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise

by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available

at law, in equity, by statute, in any other agreement between the Parties or otherwise.

Section

19.07 Equitable Remedies. Each Party, as Receiving Party, acknowledges and agrees that (a) a breach or threatened breach by such

Party of any of its obligations under ARTICLE XIV (Confidentiality) would give rise to irreparable harm to Disclosing Party for which

monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Receiving Party of any of

these obligations, Disclosing Party shall, in addition to any and all other rights and remedies that may be available to Disclosing Party

at law, at equity, or otherwise in respect of this breach, be entitled to equitable relief, including a temporary restraining order,

an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement

to post a bond or other security, and without any requirement to prove actual damages or that monetary damages do not afford an adequate

remedy. Each Party, as Receiving Party, agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief

or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of

this Section.

Section

19.08 Assignment; Successors and Assigns. Neither Party may assign any of its rights or delegate any of its obligations under this

Agreement without the prior written consent of the other Party, except for a sale of all or substantially all of the business assets

of such Party to which this Agreement relates. In such a sale, the purported Assignee must agree to be bound in writing by the obligations

of this Agreement and a copy of such writing and such assignment must be provided to the other Party at least ten (10) Business Days

before such a transaction is executed. Any purported assignment or delegation in violation of this Section is null and void. No assignment

or delegation relieves the assigning or delegating Party of any of the Party’s obligations under this Agreement.

Section

19.09 Choice of Law; Choice of Forum. Section 10.1 of the Development Agreement is incorporated herein by reference and made a part

hereof.

Section

19.10 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together

are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic

transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section

19.11 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached

this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except as to the payment of consideration),

when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control,

including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war

is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) Law; (e) actions, embargoes, or blockades in effect

on or after the date of this Agreement; (f) action by any Governmental Authority; (g) national or regional emergency; (h) general strikes,

labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power or transportation facilities; (j) epidemic

or pandemic, excluding however, circumstances directly related to COVID-19 conditions as they exist at the Effective Date, and (k) U.S.

military customer requiring the majority of Kopin’s manufacturing capacity such that Kopin is unable to supply StableX with Product

for so long as such requirement persists (each a “Force Majeure Event”).

WITNESS WHEREOF, the Parties hereto have executed this Agreement by their proper and duly authorized representatives as of the Effective

Date.

STABLEX

TECHONOLOGIES, INC.

KOPIN

CORPORATION

By:

/s/Joshua

Silverman

By:

/s/

Michael Murray

Name:

Josh

Silverman

Name:

Michael

Murray

Title:

Executive

Chairman

Title:

President

and CEO

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Kopin

Announces Breakthrough MicroLED-Based Optical Interconnect Technology for AI Infrastructure in Collaboration with Fabric.AI

● Secures

$15M Initial Development Order

● Jointly

developed Neural I/o™ MicroLED based architecture expected to provide an ultra-high-speed,

ultra-low power optical transceiver for GPU-to-GPU, board-to-board and rack-to-rack communications

● Positions

Kopin and Fabric.AI as critical enablers in the rapidly expanding AI hardware ecosystem

WESTBOROUGH,

Mass. – April 28, 2026 - Kopin Corporation (NASDAQ: KOPN), a leading provider of application-specific optical systems and high-performance

microdisplays, including MicroLED displays, today announced a strategic collaboration with Fabric.AI (NASDAQ: SBLX), a leading developer

of fabless semiconductor solutions for AI infrastructure, to develop MicroLED-based optical interconnect technology that will be designed

to replace traditional copper wiring between GPUs and high-performance processors for smart data centers. Fabric.Ai has placed a $15M

purchase order with Kopin to fund the demonstration chipset.

The

jointly developed Neural I/o™ optical interconnect technology offering leverages Kopin’s proprietary MicroLED and patented

bi-directional NeuralDisplay™ architecture, repurposing programmable MicroLED pixels as ultra-high-speed optical transceivers capable

of moving data at ultra-high speeds while consuming significantly less power per bit than existing solutions.

Today’s

GPUs rely on dense copper wiring to communicate with each other, consuming enormous amounts of energy to maintain high-bandwidth data

transfer and to cool the system. As artificial intelligence continues to scale, traditional data-center architectures are approaching

their operational limits and are being criticized for their energy consumption and environmental impact. Data centers consume an outsized

portion of the world’s energy and are rapidly increasing. Neural I/o™ will be designed to achieve the same functional outcome

with a fraction of the power by using photons instead of electrons to move data, eliminating copper interconnects and expensive laser-based

systems entirely. The architecture uses each MicroLED pixel as a high-speed transmitter, sending digital bits at extremely fast rates

and enabling real-time GPU-to-GPU data exchange at massive scale.

“The

two biggest challenges facing virtually every at-scale AI deployment are power and bandwidth,” said Matt Kimball, Principal Analyst

at Moor Insights & Strategy. “The ability to enable chip-to-chip and system-to-system connectivity in a way that enables the

full throughput of the accelerator without taxing the power budget has been a persistent challenge. With its Neural I/o technology, built

on MicroLED technology, Kopin presents a unique, compelling value proposition.”

The

collaboration combines Kopin’s deep expertise in MicroLED materials, process development, and manufacturing with Fabric.AI’s

system-level design, marketing and sales focus being developed for AI factory infrastructure. Under the agreement between the companies,

Kopin owns 19.9% of Fabric.AI and will be the exclusive manufacturer of the Neural I/o™ chipsets.

Kopin

is the leading U.S.-based producer of MicroLED displays, giving the Company a uniquely strategic position as demand for domestically

sourced, high-performance MicroLED components accelerates. With more than 40 years of experience delivering advanced display technologies,

Kopin’s U.S. manufacturing capability provides partners with a secure, reliable, and scalable supply chain—an increasingly

critical advantage as MicroLEDs become foundational to next-generation defense and industrial displays, and now AI infrastructure systems.

The

Neural I/o™ product line has the potential to fundamentally reshape Kopin’s growth trajectory. By extending its MicroLED

and NeuralDisplay™ capabilities into AI infrastructure, Kopin gains access to the rapidly expanding AI hardware ecosystem —

an ecosystem that desperately needs the faster, lower-power performance that Kopin’s technology is expected to provide. This collaboration

with Fabric.AI leverages Kopin’s core capabilities into an enormous and fast-growing market.

Management

Commentary

Michael

Murray, Chief Executive Officer of Kopin, said: “The marriage of our MicroLED technology with our bi-directional NeuralDisplay™

architecture is exactly what the industry needs to break through current interconnect bottlenecks. With Kopin and Fabric.AI’s jointly

developed Neural I/o™ technology, we are creating a faster, more efficient optical interface that is expected to be uniquely capable

of supporting GPU-to-GPU communication at the massive scale this market requires — it’s the right technology at the right

moment to power the next wave of AI acceleration.”

“What

makes this opportunity particularly compelling for Kopin is the breadth of its application. Our MicroLED and NeuralDisplay capabilities,

originally developed for Virtual Reality and Augmented Reality applications in the defense and industrial markets, are now being extended

into one of the fastest-growing segments of the technology market. We believe this collaboration with Fabric.AI expands Kopin’s

market opportunity dramatically as a strategic enabler of the coming wave of AI infrastructure, positioning us to create significant

long-term value for our shareholders, said Murray.”

Josh

Silverman, Chief Executive Officer of Fabric.AI, added, “MicroLED-based interconnects are the leading edge in infrastructure for

AI data centers. Kopin’s bi-directional MicroLED technology is the foundation of our optical interconnect architecture. Their expertise

in MicroLED materials and fabrication, combined with our innovative system-level design for AI factories, creates a patent-protected

technology position that we believe will define the next generation of data-center communication. This is a true technology partnership

— Kopin brings the enabling hardware, and together we are building the infrastructure layer that AI factories will require to scale.”

About

Fabric.AI

(Nasdaq: SBLX) is an infrastructure company building a suite of fabless semiconductor technologies to power AI factories — smart

data centers optimized for producing intelligence at scale. The company’s innovations include MicroLED-based optical interconnects

and other system-critical technologies that enable faster, more efficient, and more scalable AI workloads. Fabric.AI’s mission

is to transform data centers into unified production systems for artificial intelligence.

About

Kopin Corporation

Kopin

Corporation (Nasdaq: KOPN) is a leading developer and provider of innovative display and application-specific optical solutions sold

as critical components and subassemblies for defense, enterprise, professional and consumer products. Kopin’s portfolio includes

microdisplays, display modules, eyepiece assemblies, image projection modules and vehicle mounted and head-mounted display systems that

incorporate ultra-small high-resolution Active Matrix Liquid Crystal displays (AMLCD), Ferroelectric Liquid Crystal on Silicon (FLCoS)

displays, MicroLED displays (µLED) and Organic Light Emitting Diode (OLED) displays, a variety of optics and low-power ASICs. For

more information, please visit Kopin’s website at www.kopin.com. Kopin is a trademark of Kopin Corporation.

us on LinkedIn, X and Facebook.

Forward-Looking

Statements

in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), which are subject to the safe harbor created by such sections. Words such as “expects,” “believes,”

“can,” “will,” “estimates,” and variations of such words and similar expressions, and the negatives

thereof, are intended to identify such forward-looking statements. We caution readers not to place undue reliance on any such “forward-looking

statements,” which speak only as of the date made, and advise readers that these forward-looking statements are not guarantees

of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict. These

forward-looking statements may include statements with respect to the potential to redefine how advanced processors communicate; the

potential to fundamentally reshape Kopin’s business model and accelerate the Company’s growth in AI-focused markets; the

potential to open new revenue streams and elevate Kopin to a strategic enabler of next-generation AI infrastructure; and the belief that

this collaboration accelerates Kopin’s strategic evolution and creates significant long-term value for shareholders. Various factors,

some of which are beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking

statements. All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified

by these cautionary statements and any other cautionary statements that may accompany the forward-looking statements. In addition, we

disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release,

except as may otherwise be required by the federal securities laws. These forward-looking statements are only predictions, subject to

risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance

and cause results to differ materially from management’s expectations are described in Part I, Item 1A. Risk Factors; Part II,

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and other parts of our Annual Report

on Form 10-K for the fiscal year ended December 27, 2025, or as updated from time to time by our Securities and Exchange Commission filings.

Corporate

Contact

Kopin

Corporation

Erich

Manz, Chief Financial Officer

EManz@kopin.com

508-870-5959

Investor

Relations Contact

Lucas

A. Zimmerman

Group – MZ North America

KOPN@mzgroup.us

949-259-4987

Public

Relations Contact

Grace

Halvorsen

Lightspeed

PR/M

Kopin@lightspeedpr.com

Fabric.AI

Media Contact

press@fabricai.com

www.fabricai.com

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