SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) effective as of June 17, 2020 (the “Effective Date”), is entered into between American Battery Metals Corp., a Nevada corporation, (the “Company”) and Xxxxxxx Xxxx, an individual (“Executive”). The Company and Executive are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties”.

RECITALS

A.The Parties have previously entered into that certain Executive Employment Agreement dated December 29, 2017 (the “Employment Agreement”) whereby Executive agreed to provide services to the Company in exchange for certain remuneration to Executive by the Company. 

B.The Employment Agreement was previously amended on April 8, 2019 (the “First Amendment”) to extend the term of the Employment Agreement for an additional two (2) years. 

C.The Parties would like to further amend the Employment Agreement to extend the Term of the Employment Agreement, to increase the compensation for Executive, and to provide milestones for bonus compensation. 

D.All capitalized words not otherwise defined herein shall have the meaning set forth in the Employment Agreement. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Term. The Employment Agreement is hereby amended to extend the Term to expire on December 31, 2024. All references in the Employment Agreement referring to a five- year period shall be amended to refer to the period ending on December 31, 2024. 

2.Compensation. 

(a)Monthly Salary. Effective June 1, 2020, the Cash Compensation for Executive shall be increased to $31,250.00 per month. 

(b)Bonus Compensation. During the Term, Executive shall be entitled to receive cash bonuses equal to certain percentages of Executive’s annual Cash Compensation upon each achievement of specific milestones as set forth on Exhibit A attached hereto. 

(c)Stock Compensation. Executive shall be entitled to receive grants of two million of the Company’s common shares on each August 7th during the Term provided that Executive is still providing the Services on such respective dates. 

0.Xx Other Changes. Other than as specified above, all terms of the Employment Agreement and First Amendment remain unchanged and the Parties agree that the Employment Agreement, as amended by this Amendment continues in full force and effect and all of the Parties’ obligations thereunder are in all respects ratified and confirmed hereby. 

4.Severability. If any provision of this Amendment as applied to any Party or to any circumstance shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision hereof, the application of any such provision in any other circumstance, or the validity or enforceability of this Amendment, and any provision that is found to be void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law. 

5.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart to this Amendment. 

(Signature page immediately follows)

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

“COMPANY”:
American Battery Metals Corp. a Nevada Corporation
By:	/s/ Xxxxxxx Xxxx
Name:	Xxxxxxx Xxxx
Title:	CEO
“EXECUTIVE”:
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, an individual

Exhibit A

Milestones

Milestone		Bonus Percentage
1. Operations have begun on a functioning battery recycling plant.		25.0%
2. The battery recycling plant has achieved $1,000,000 in revenue.		25.0%
3. The Company’s common stock is listed on NYSE or Nasdaq stock exchange (or other similar national exchange).		25.0%
4. Entering into a binding strategic partnership which is reasonably likely to achieve $5 million in revenue to the Company within twenty-four (24) months		25.0%
5. The Company has no convertible debt (or similar variable securities) outstanding for a period of one hundred twenty (120) consecutive days.		50.0%
6. All SEC periodic reports are filed on-time by the Company for the entire calendar year.		25.0%

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