Kopin Announces $15M Strategic Investment From Theon, Including $7M In Convertible Preferred Stock At $3.00/Share And $8M For 49% Stake In European Subsidiary

• Kopin gains significant access to the European and NATO defense market
• Accelerates development of critical technologies
• Further strengthens Kopin's balance sheet
• Fixed conversion price of $3.00 per share on $7 million convertible preferred stock issuance

Kopin Corporation (NASDAQ:KOPN) a leading provider of application-specific optical systems and high-performance microdisplays for defense, training, enterprise, industrial, consumer and medical products, announces a $15.0 million strategic investment agreement by Theon International Plc (Euronext Amsterdam: THEON), a globally recognized developer and manufacturer of advanced thermal imaging and night vision systems for global defense and thermal imaging markets.

Upon closing the parties will enter into a licensing and development agreement and funding agreements. Theon will invest $8.0 million into Kopin's subsidiary in Dalgety Bay, Scotland, supporting co-developed products for Europe, Southeast Asia, and NATO countries, enabling collaborative initiatives across key global regions. In exchange for the $8.0 million Theon will receive a 49% equity interest in Kopin Europe. The parties anticipate performing joint development and production activities at Kopin's wholly owned subsidiary in Reston, Virginia USA.

In addition, Theon will purchase $7.0 million of preferred shares from Kopin convertible into common stock at a fixed conversion price of $3.00 per share. Kopin will have the ability to force the conversion to common stock, once Kopin's stock trades at $4.50 or higher for a period of 10 trading days within a 30 consecutive trading day period as defined in the agreements. The preferred shares carry an annual dividend of 4% payable in cash and stock. The $15.0 million investment is subject to standard closing conditions including obtaining necessary regulatory approval and is expected to close in Kopin's fiscal third quarter.