Investor Relations Consulting Agreement, dated April 11, 2022, by and between LightPath Technologies, Inc. and MZHCI, LLC

A.

Complete IR Audit (including full review of the investor and shareholder database, IR website and all public documentation)

B.

Understand the financials and all operating metrics of LPTH in detail, facilitating interactions with new and current investors.

C.

Senior Account Manager and single point of contact for all investors and streamlining of all communication and IR functionality.

D.

Develop and Update FAQ

E.

Create 2-Page Corporate Profile

F.

PowerPoint Presentation Updates

G.

Review and provide suggestions for IR website

H.

Quarterly Conference Call Script and Preparation

I.

Press Release Input and Dissemination

J.

Facilitate incoming and outgoing investor/shareholder calls. Screen all parties before allowing communication with management.

K.

Shareholder Database Management

L.

Roadshow Management Coaching

M.

Roadshows with Detailed Follow-Up

N.

Targeted Sell-Side Research and Financial Media Introductions

O.

Investor Conference Invites

A.

Respond to all investor requests and calls in a timely manner to facilitate the distribution of corporate information. Focus on educating shareholders, with the premise that an informed investor will become a longer-term investor.

B.

Continually update the database to ensure that all press releases are e-mailed to all interested professionals. This includes the input of notes to keep track of all investor correspondence and reminder calls to all investor prior to earnings conference calls.

C.

Provide consulting services to LPTH management on the public markets.

D.

Provide progress reports to senior management and evaluate achievements with a quarterly summary of activities and a detailed report every six months.

A.

An increase in the number of financial professionals (including brokers, institutions, and analysts) and individual investors well educated and knowledgeable about LPTH: including senior management, the company’s products, and its current financial condition & growth opportunities.

B.

An increase in the number of articles printed in both trade and financial publications.

C.

An increase in the liquidity of the common stock.

D.

An increase in LPTH market capitalization coupled with a broader, more diverse shareholder base.

E.

Suitable and better access to the capital markets, which will facilitate future acquisitions and working capital needs.

A.

Spend adequate time with management to understand the business/growth plan, financial forecasts, capital expenditure, and cash flow projections.

B.

Create a two-page Corporate Profile, which clearly articulates LPTH’s current business and financial position, as well as its strategy for future growth. This is an important marketing piece for investors to quickly learn about the Company.

C.

Review and update PowerPoint presentation. MZHCI will utilize proprietary research, feedback from conversations and meetings to incorporate and improve the Investor PowerPoint and message delivery. UPDATED AT LEAST ONE TIME PER QUARTER.

D.

Assist and provide input for all corporate press releases including both creation and ongoing revisions. We will assist by providing additional fact finding and other market research which will help the context and delivery of the message.

E.

Counsel senior management on all aspects of the capital markets and most importantly how LPTH is impacted directly and indirectly by different economic variables. The goal is to enable management to optimize key opportunities and to avoid pitfalls, both of which have long-term positive implications.

F.

Host Virtual Road Show for management with goal of having at least 100-150 new investment professionals joining. Alternate schedules between these events and traditional Road Shows to continue growing a pipeline of new and interested investors.

G.

Develop initial target list while seeding and confirming meetings for upcoming Road Shows. Practice and refine presentation with management team.

i.

Target brokers, fund managers, Buy and Sell Side Analysts, and high net worth investors which follow companies with a similar profile to LPTH.

H.

Provide a detailed description of each contact prior to each meeting. During the meetings and/or conference calls a member of MZHCI will be available to facilitate the correspondence and assist with due diligence. Management will be provided with a summary of feedback including MZHCI’s suggestions for improvements on both the context and delivery of the Company’s story.

A.

Target brokerage firms who hold conferences which would be applicable for LPTH. Establish a goal of having management present in at least 3 new conferences. These would be non-paid for and have high institutional attendance, in addition to high net worth investors. Additionally, MZHCI will seek opportunities to present to brokers directly at firms for both teach-ins and small events.

B.

Formalize a Press Release calendar (queue) for coming three months. Create and release accordingly to the market and simultaneously to current and prospective investors inboxes.

C.

Include LPTH where applicable in interviews with all financial online sites. Review and create media target list. Begin to make introductions and follow-up.

D.

Include LPTH in all presentations where MZHCI representatives will speak on LPTH’s industry topics.

E.

Continue outreach and road shows.

A.

Formalize and continually update the database to ensure that all press releases are e-mailed to all interested professionals.

B.

Target newsletter editors and publishers for favorable recommendations. Focus on Business Publications for appropriate stories on LPTH roll-out, unique model, and key competitive advantages to investors and industry players. Follow-up accordingly with all interested parties with a goal of receiving a new piece of media coverage at least 1x per quarter.

C.

Schedule and book out Road Shows.

Cash

$5,400 USD per month payable on the 1st day of each month.                                 

Equities

The Company will issue a non-qualified stock option to purchase 125,000 shares of LightPath Technologies, Inc. Class A common stock within ten (10) days of the signing of this Agreement. The stock options will have a cashless exercise provision and an exercise price equal one hundred fifteen percent (115%) of the closing price of the Class A common stock on the trading day prior to the Execution Date.  The stock options will expire five (5) years from the issuance date. The shares of Class A common stock underlying the stock options shall vest one-twelfth (1/12^th) on a monthly basis, with the first one-twelfth (1/12^th) vesting on the issuance date. 

At each fiscal quarter end (i.e., March 31st, June 30th, September 30th, December 31st), the Company will issue LightPath Technologies, Inc. restricted stock units (“RSUs”), with a fair market value equal to $10,800 USD, to MZHCI. The RSUs will be issued to MZHCI within ten (10) days of the fiscal quarter end and will vest immediately. The fair market value of the RSUs will be based on the closing price of the Class A common stock on the last trading day of the Company’s fiscal quarter end.

The shares of Class A common stock underlying the RSUs and stock options will bear a restrictive legend when issued.  MZHCI agrees that it will not sell, assign, pledge, give, transfer, or otherwise dispose of the shares of Class A common stock, or make any offer or attempt to do any of the foregoing, except pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws.

All RSUs and options shall be deemed earned and non-forfeitable upon vesting, as described herein. Accordingly, the Company specifically agrees that the options and RSUs earned as described herein will be issued pursuant to the terms hereof (without delay). Upon exercise of the options issued hereunder in accordance with the terms thereof, and payment of the exercise price therefor, including by cashless exercise as permitted therein, the shares issued upon such exercise shall be fully paid and non-forfeitable.

The Company shall disclose its entry into this Agreement in the Company’s 10-Q for the quarter ended March 31, 2022.

Expense Reimbursement

Only expenses that would ordinarily be incurred by the Company will be billed back on a monthly basis. Applicable reimbursements would include creation, printing and postage for investor packages, fees for news wire services. Any packages requiring additional photocopying/ printing will be billed back to the Company at cost (with no mark-up).  Any extraordinary items, such as broker lunch presentations, air travel, hotel, ground transportation or media campaigns, etc. shall be paid by the Company, only with Company authorization prior to incurring any expenses.

1.

In the event MZHCI commits any material breach of any provision of this Agreement, as determined by the Company in good faith, the Company may, by injunctive action, compel MZHCI to comply with, or restrain MZHCI from violating, such provision, and, in addition, and not in the alternative, the Company shall be entitled to declare MZHCI in default hereunder and to terminate this Agreement and any further payments hereunder.

2.

Since MZHCI must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend MZHCI, its officers, agents, and employees at the Company’s expense, against any proceeding or suit which may arise out of and/or be due to any material misrepresentation in such information supplied by the Company to MZHCI (or any material omission by the Company that caused such supplied information to be materially misleading).

3.

MZHCI agrees to indemnify, hold harmless and defend the Company, its officers, directors, employees and agents from and against any and all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation reasonable attorney’s fees) incurred by any of them in connection with, as a result of, and or due to any actions or inactions or misstatements by MZHCI, its officers, agents, or employees regarding or on behalf of the Company whether as a result of rendering services under this Agreement or otherwise.

1.

This Agreement may not be amended, except by a written instrument signed and delivered by each of the parties hereto.

2.

This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other agreements relating to the subject matter hereof are hereby superseded.

3.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, USA, without regard to the principles of conflicts of law thereof. With respect to any suit, action, or proceeding relating to this Agreement, the parties irrevocably submit to the jurisdiction of the federal or state courts located in Orange County, Florida, which submission shall be exclusive unless none of such courts has lawful jurisdiction over such proceedings.

4.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by email delivery of a “.pdf” format data file, shall be given the same legal force and effect as original signatures.