Exhibit 10.7
New York ● Chicago ● San Diego ● Aliso Viejo ● Austin ● Minneapolis ● Taipei ● São Paulo
www.mzgroup.us
INVESTOR RELATIONS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is made this 13th day of February 2024 by and between ECD Automotive Design, Inc. (hereinafter referred to as the “Company” or “ECDA”) and MZHCI, LLC, a MZ Group Company (hereinafter referred collectively as the “Consultant” or “MZHCI”).
EXPLANATORY STATEMENT
The Consultant affirms that it has successfully demonstrated financial and public relations consulting expertise, and possesses valuable knowledge, and experience in the areas of business finance and corporate investor/public relations. The Company believes that the Consultant’s knowledge, expertise, and experience would benefit the Company, and the Company desires to retain the Consultant to perform consulting services for the Company under this Agreement.
NOW, THEREFORE, in consideration of their mutual Agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures below, the parties agree as follows:
CONSULTING SERVICES
1.1 MZHCI agrees that commencing on the 15th day of February 2024, the Consultant will reasonably be available during regular business hours to advise, counsel, and inform designated officers and employees of the Company as it relates to financial markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business about which MZHCI has knowledge or expertise.
1.2 MZHCI shall render services to the Company as an independent contractor, and not as an employee. All services rendered by MZHCI on behalf of the Company shall be performed to the best of MZHCI’s ability in concert with the overall business plan of the Company and the goals and objectives of the Company’s management and Board of Directors, including articulating ECDA’s investment story and highlights; building and maintaining relationships with supporters of the stock, including institutional investors and sell-side analysts; increasing the Company participation in investment conferences; achieving a fair market value for the Company’s stock; and significantly increasing the Company’s exposure in the financial market.
| MZHCI Initial |  | COMPANY Initial |  |
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I. Scope Of Services, Programs And Deliverables
MZHCI will develop, implement, and maintain an ongoing stock market support system for ECDA with the general objective of expanding awareness in ECDA among stockbrokers, analysts, small-cap portfolio/fund managers, market makers, and the appropriate financial & trade publications.
INVESTOR RELATONS
| 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 ECDA 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 through Companies IR webpage and “Contact Us” email address. |
| 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 |
INVESTMENT AWARENESS AND OUTREACH
| A. | Consultant will make introductions to investors worldwide utilizing a proprietary, robust database: |
| i. | Equity Brokers |
| ii. | Analysts (both generalists and industry specialists) |
| iii. | Portfolio Managers/Institutions |
| iv. | High Net Worth Investors & Family Offices |
| v. | Financial Publication |
FINANCIAL MEDIA RELATIONS
Targeted media relations offer an important segment to the corporate story. MZHCI will target media opportunities that highlight ECDA’s strategy, growth objectives, board of directors, developments and milestones related to its business. Services include:
| A. | Targeted media programs |
| B. | Strategic counsel |
| C. | Release drafts and media targets |
| MZHCI Initial | | COMPANY Initial | |
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| D. | Q&A to support significant corporate developments |
| E. | Feedback after interviews |
Business & Financial Media – MZHCI will identify the optimal news, corporate, and industry trends that will provide angles in the business/financial media and then actively pursue those opportunities with the appropriate reporter(s).
INVESTOR RELATIONS WEBSITE DESIGN AND HOSTING
With more than 2,100 websites designed worldwide, MZ is a leader in corporate and investor relations technology solutions. MZ client websites are designed to be secure, informative and intelligent using benchmark practices based on the latest technology and trends.
MZ will consult the Company on current IR webpage and recommend best practices and changes on an ongoing basis. The Company may, in the future, choose to have MZ design, develop and host a custom-made corporate website according to ECDA’s needs using the latest technologies, responsive for mobile access and developed using the best practices and market trends. MZ will also ensure company information including; press releases, presentations and any other pertinent public information are current, accurate and available on the site.
MZ Hosted Website features include:
| A. | Hosting infrastructure with Amazon AWS data center hosting in the United States. This gives MZ websites the best uptime and fastest page-load times in the business |
| B. | Fully responsive layout structure with customization of logo, content, map, images and color, following the Brand Identity Manual |
| C. | Top-tier security with https |
| D. | Initial SEO preparation and URL customization |
| E. | GDPR Compliance – MZ is committed to the General Data Protection Regulation and protecting Personally Identifiable Information. In additional to the GDPR compliance, our policies and procedures follow the rigorous controls set out in ISO 27001:2013 |
| F. | Automated Feed for regulatory filings and press releases, as needed |
| G. | Easy to manage CMS for full autonomy |
| H. | 24x7 support team to provide our clients with an outstanding customer experience |
PUBLIC MARKET INSIGHT
MZHCI will counsel and educate the Company’s senior management on the life cycle of the financial markets and most importantly how the Company is impacted directly and indirectly by different variables. The Team at MZHCI leverages its collective expertise on all aspects of strategic financial, corporate, and crisis communications gained through representing over 200 public companies. MZHCI will help the Company set and manage expectations while relaying valuation metrics, perceptions, and methodologies utilized by investment professionals. This consulting aspect of MZHCI’s business is extremely valuable for management to optimize key opportunities and to avoid pitfalls.
| MZHCI Initial | | COMPANY Initial | |
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As part of its ongoing commitment and partnership with the Company, MZHCI will educate the Company’s senior management on the importance of establishing conservative expectations and how various corporate actions may be perceived and impact the public market.
ONGOING – These services will be provided ongoing with a summary included in each semi-annual update
| 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 ECDA management on the public markets. |
| D. | Provide progress reports to senior management and evaluate achievements with a summary of activities and a detailed report every six months. |
Many of the above items will occur simultaneously but certain items will have chronological priority over others. As ECDA grows, MZHCI will recommend changes to the agenda that complement its growth. As the Company continues to execute its strategic plan by winning new customers and expanding its base of business, MZHCI will target an expanded universe of institutional investors. At each stage of growth, the appropriate approach to the market will be incorporated into the agenda for optimal results.
Assuming that management’s efforts are leading ultimately to success and great profitability, the end results of this financial communication and awareness campaign should be:
| A. | An increase in the number of financial professionals (including brokers, institutions, and analysts) and individual investors well educated and knowledgeable about ECDA: 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 ECDA 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. |
II. Term
This agreement becomes effective upon execution and shall remain effective for a period of twelve (12) months. After six (6) months, either party may terminate this agreement by delivering a sixty (60) day written notice. After the initial twelve (12) month term, this agreement can be renewed by mutual agreement every twelve (12) months thereafter unless either party to the other delivers sixty (60) days written notice of termination prior to the end of the then-current term.
| MZHCI Initial | | COMPANY Initial | |
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III. Compensation
| $14,500 USD per month for the first four (4) months of service, and $12,500 USD per month thereafter. The first month's payment is due immediately and all subsequent payments are due within five (5) days of each month of service. | ||
| Cash | ||
| At each twelve (12) anniversary of this Agreement, a 5% COLA (Cost of Living Adjustment) increase will be applied to the cash fee. | ||
| The Company will issue MZHCI 100,000 shares of restricted ECDA common stock within ten (10) days of the signing of the Agreement. Additionally, the Company will issue MZHCI Incentive Shares as per the table below. All shares shall be deemed earned, fully paid, and non-forfeitable pursuant to the terms hereof (without delay) the Company shall post on EDGAR a Form 8-K, 10-Q or 10-K, or other acceptable SEC filing, reporting on its entry into an Agreement with MZHCI within three (3) months. All shares of restricted ECDA restricted common stock will be subject to a 12-month lock up from the time of issuance. | ||
| Incentive Shares: | ||
| ● | If within six (6) months of the Effective Date of this agreement, investors hold 2.5 million or more shares of ECDA common stock as a result of MZHCI introductions, the Company will issue 25,000 shares of restricted ECDA common stock to MZHCI within ten (10) days of achieving such milestone. | |
| ● | If within six (6) months of the Effective Date of this agreement, investors hold 5.0 million or more shares of ECDA common stock as a result of an MZHCI introductions, the Company will issue 25,000 shares of restricted ECDA common stock to MZHCI within ten (10) days of achieving such milestone. | |
| ● | If within nine (9) months of the Effective Date of this agreement, investors hold 10.0 million or more shares of ECDA common stock as a result of an MZHCI introductions, the Company will issue 25,000 shares of restricted ECDA common stock to MZHCI on the nine (9) month anniversary of the Effective Date. | |
| Equities | ● | If within nine (9) months of the Effective Date of this agreement, the ten (10) day Volume Weighted Average Price (“VWAP”) of ECDA common stock equals or exceeds $1.90 per share, the Company will issue 50,000 shares of restricted common stock to MZHCI within ten (10) days of achieving such milestone. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction. |
| ● | If within twelve (12) months of the Effective Date of this agreement, the ten (10) day Volume Weighted Average Price (“VWAP”) of ECDA common stock equals or exceeds $3.90 per share, the Company will issue 50,000 shares of restricted common stock to MZHCI on the twelve (12) month anniversary of the Effective Date. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction. | |
| For avoidance of doubt, the Volume Weighted Average Price (“VWAP”) shall be calculated as follows: VWAP = the 10-day sum of ECDA common stock closing price x volume/sum of volume of ECDA common stock over the same 10 day period. | ||
| Required language: On February 15, 2024, ECD Automotive Design, Inc. entered into an investor relations consulting agreement with MZHCI, LLC. | ||
| 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, with prior written approval. In any given month, if expenses exceed $1,000 in aggregate, MZHCI will be required to obtain ECDA’s prior written approval. | |
| MZHCI Initial | | COMPANY Initial | |
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IV. Prior Restriction
MZHCI represents to the Company that it is not subject to, or bound by, any Agreement which sets forth or contains any provision, the existence or enforcement of which would in any way restrict or hinder MZHCI from performing the services on behalf of the Company that MZHCI is herein agreeing to perform. It is known and understood that ECDA, as of February 1, 2024 has an agreement in place with a different IR firm. ECDA will be terminating that agreement on March 31, 2024, and MZCHI agrees to work in tandem, as a ramp up period, during the time of the effective date of this agreement and the termination of the 3rd party IR agreement.
V. Assignment
This Agreement is personal to MZHCI and may not be assigned in any way by MZHCI without the prior written consent of the Company. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, legatees, successors, and permitted assigns of MZHCI and upon the successors and assigns of the Company.
VI. Confidentiality
Except as required by law or court order, MZHCI will keep confidential any trade secrets or confidential or proprietary information of the Company which are now known to MZHCI or which hereinafter may become known to MZHCI and MZHCI shall not at any time directly or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company and in any case only with prior written permission of ECDA. For purposes of this Agreement, “trade secrets or confidential or proprietary information” includes information unique to or about the Company including but not limited to its business and that is not known or generally available to the public. It is understood and agreed that MZHCI’s obligations pursuant to this section survive the termination of this Agreement.
VII. Default
| 1. | Except for a claim or controversy arising under Section VII of this Agreement, any claim or controversy arising under any of the provisions of this Agreement shall, at the election of either party hereto, be determined by arbitration in California in accordance with the rules of the American Arbitration Association. The decision of the Arbitrator shall be binding and conclusive upon the parties. Each party shall pay its own costs and expenses in any such arbitration. The prevailing party shall be entitled to reimbursement of all fees incurred, including attorney, filing, travel, and anything associated with the arbitration. |
| 2. | 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. |
| 3. | 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). |
| MZHCI Initial | | COMPANY Initial | |
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| 4. | 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. |
VIII. Severability and Reformation
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, invalid or unenforceable provisions were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance; but in any such event this Agreement shall be construed to give effect to the severed provision to the extent legally permissible.
IX. Notices
Any notices required by this Agreement shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery, by certified mail, return receipt requested, with adequate postage prepaid, or by courier delivery service (including major overnight delivery companies such as Federal Express and UPS), (ii) be deemed given when received, and (iii) in the case of the Company, be mailed to its principal office at ECD AUTOMOTIVE DESIGN, INC., 4390 Industrial Lane, Kissimmee, Florida 34758; and in the case of MZHCI, be mailed to MZHCI, LLC, 27422 Aliso Creek Road, Suite 250, Aliso Viejo, CA 92656.
X. Miscellaneous
| 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 California, USA |
In Witness Whereof, the parties have executed this Consulting Agreement as of the day and year first above written.
| MZHCI Initial | | COMPANY Initial | |
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AGREED:
| MZHCI, LLC | ECD Automotive Design, Inc. | |||
| By: | /s/ Greg Falesnik | By: | /s/ Scott Wallace | |
| Greg Falesnik, CEO | Scott Wallace, CEO & Founder | |||
| Date: | 2/13/2024 | Date: | 2/13/2024 | |
| MZHCI Initial | | COMPANY Initial | |
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