BLTH 8-K
American Battery Materials, Inc. (BLTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(IRS Employer Identification No.) |
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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:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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
If an emerging growth company, indicate by checkmark 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(a) Resignation of Directors.
Patrick J. White voluntarily resigned his position as a member of the Board of Directors (the “Board”) of American Battery Materials, Inc. (the “Company”) effective 22 May 2023. In connection with his decision, Mr. White advised that he had no disagreements with the Company. The Board expresses its gratitude to Mr. White for his many years of service to the Company and substantial contributions to the Board, and wishes him continued good fortune in his future endeavors.
In connection with Mr. White’s resignation, the Company issued to Mr. White three million (3,000,000) shares of Company common stock pursuant to the terms and conditions of a Resignation and Release Agreement (the “White Agreement”). The White Agreement also provided for, among other things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements. The foregoing description of the White Agreement does not purport to be complete, and is qualified in its entirety by reference to the White Agreement, a copy of which is attached and filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
John Edward Hentschel voluntarily resigned his position as a member of the Board effective 22 May 2023. In connection with his decision, Mr. Hentschel advised that he had no disagreements with the Company. The Board expresses its gratitude to Mr. Hentschel for his years of service to the Company, and wishes him the best in his future endeavors.
In connection with Mr. Hentschel’s resignation, the Company issued to Mr. Hentschel two million (2,000,000) shares of Company common stock pursuant to the terms and conditions of a Resignation and Release Agreement (the “Hentschel Agreement”). The Hentschel Agreement also provided for, among other things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements. The foregoing description of the Hentschel Agreement does not purport to be complete, and is qualified in its entirety by reference to the Hentschel Agreement, a copy of which is attached and filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
(d) Appointment of Director.
Dylan Glenn became a member of the Board effective 22 May 2023 by unanimous vote of all other members of the Board. Mr. Glynn was appointed after a thorough review of the background, relevant experience, and professional and personal reputation of all other candidates. The Board conducted a search for nominees by considering recommendations from Board members and management of the Company.
Mr. Glenn, age 53, is a senior director at Eldridge Industries, a diversified holding company based in Greenwich, Connecticut, having joined the company in 2021. Prior to his tenure with Eldridge, Mr. Glenn was Chairman of Guggenheim KBBO Partners, Ltd., a Dubai based joint venture partnership between the KBBO Group and Guggenheim Partners. Prior to this role, Mr. Glenn was senior managing director of Guggenheim Partners, where he joined in 2005. Mr. Glenn also has experience in the government and regulatory space, having served as Deputy Chief of Staff to Georgia Governor Sonny Perdue. A native Georgian, Mr. Glenn was an unsuccessful nominee for U.S. Congress from his home state. He also served in the White House in Washington, D.C. as Special Assistant to President George W. Bush for Economic Policy from 2001-2003, having the honor of being a member of the National Economic Council team advising the President on various economic issues. Mr. Glenn also currently serves as a director of the George W. Bush Presidential Center; a Director of Intellicheck, Inc (IDN); a member of the Board of Managers of Stonebriar Commercial Finance; a Trustee of Davidson College (where he earned his B.A. degree); and, a Trustee of the Episcopal High School in Alexandria, Virginia.
In accordance with the Company’s Director Compensation Policy, which is described in Item 8.01, below, Mr. Glenn will receive a stock grant of five million (5,000,000) shares of Company common stock, of which (i) 1,666,667 shares are fully vested, fully earned, and non-assessable; (ii) 1,666,667 shares will be fully vested, fully earned, and non-assessable after 12-months provided that Mr. Glenn is then serving as a member of the Board; and, (iii) the remaining 1,666,666 shares will be fully vested, fully earned, and non-assessable after another 12-months provided that Mr. Glenn is then serving as a member of the Board.
There are no arrangements or understandings between Mr. Glenn and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Glenn and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| ITEM 8.01 | OTHER EVENTS |
The Board has approved and adopted a revised Director Compensation Policy (the “Policy”), a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference herein. Under the Policy, the Company’s directors will be compensated for service on the Board as follows, which summary does not purport to be complete, and is qualified in its entirety by reference to the attached copy of the Policy:
Equity Grants
Each of the Company’s directors will receive an equity grant of five million (5,000,000) shares of Company common stock, of which (i) 1,666,667 shares will fully vested, fully earned, and non-assessable; (ii) 1,666,667 shares will be fully vested, fully earned, and non-assessable after 12-months provided that the director is then serving as a member of the Board; and, (iii) the remaining 1,666,666 shares will be fully vested, fully earned, and non-assessable after another 12-months provided that the director is then serving as a member of the Board. All unvested equity awards will terminate and be forfeited if the director is not serving as a director at the time of the vesting date. The fair market value of the equity grant will be based on the market price of the Company’s common stock at the time of vesting of the respective shares.
Cash Grants
The Company will currently not provide any cash compensation or grants to directors for their membership on and service to the Board. The Board will review this policy from time-to-time and, in its discretion, may decide to pay cash grants to members of the Board.
Expenses
The Company will continue to reimburse directors for their travel, lodging and other reasonable expenses incurred in attending meetings of Board and committees of the Board.
Agreement
Each director will be required to sign a Director Stock Grant Agreement (the “Grant Agreement”), which incorporates the above terms, as well as additional provisions, including, without limitation, (i) non-transferability of shares prior to vesting; (ii) no right to continued service as a member of the Board; and, (iii) shares are subject to stock splits and the closing of any merger or similar transaction resulting in the issuance of shares of stock or other consideration in exchange for the shares of Company common stock. The foregoing description of the Grant Agreement does not purport to be complete, and is qualified in its entirety by reference to the Grant Agreement, a copy of which is attached and filed as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | White Agreement | |
| 10.2 | Hentschel Agreement | |
| 10.3 | Director Compensation Policy | |
| 10.4 | Grant Agreement | |
| 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.
| Date: 26 May 2023 | BOXSCORE BRANDS, INC. | |
| BY: | /S/ SEBASTIAN LUX | |
| Sebastian Lux, | ||
| Co-Chief Executive Officer | ||
Exhibit 10.1
RESIGNATION AND RELEASE
AGREEMENT
PATRICK J. WHITE
and
AMERICAN BATTERY MATERIALS, INC.
EFFECTIVE DATE:
22 May 2023
RESIGNATION AND RELEASE AGREEMENT
I
PARTIES
THIS RESIGNATION AND RELEASE AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of May, 2023 (the “Effective Date”), by and between PATRICK J. WHITE, an individual residing in the State of Florida (“White”); and, AMERICAN BATTERY MATERIALS, INC., a Delaware corporation fka BoxScore Brands, Inc. (“ABM”). White and ABM are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
II
RECITALS
| A. | White currently serves on the Board of Directors of ABM (the “Board”). |
| B. | White desires to voluntarily resign from his position as a member of the Board, and expressly not as the result of any disagreement with ABM on any matter relating to ABM’s operations, policies, or practices. |
| C. | The Parties desire to enter into this Agreement to ensure and effect an orderly and mutually agreeable separation and resignation of White from the Board, and to further ensure that neither Party will assert any claims of any kind against the other arising out of or related to the relationship between the Parties. |
| D. | It is the intent of the Parties that their respective rights and obligations to each other from the Effective Date shall be determined exclusively under the terms of this Agreement. |
| E. | NOW, THEREFORE, in consideration of the promises, covenants, and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: |
III
RESIGNATION
White hereby voluntarily resigns from the Board, effective as of the Effective Date. White acknowledges and agrees that he has been paid all wages, compensation, and accrued benefits to which he is entitled from ABM through the Effective Date, and that his resignation hereunder does not and will not result in the vesting, acceleration, or triggering of any benefit in White’s favor, including, without limitation, any post-termination payment obligation or any separation payment or benefit, or any other right which White may otherwise have had or been promised. Other than the issuance of the common stock payments set forth in this Agreement, the Parties agree that ABM owes no additional amounts of my kind to White. This Agreement expressly supersedes any and all prior agreements, written and oral, express and implied, by and between the Parties, with all such prior agreements (if any) now void and having no further effect.
IV
RELEASE PROVISIONS
4.1 Release. In consideration of the covenants and promises contained in this Agreement, the timely satisfaction of ABM’s obligations under Article V, below, and other good and valuable consideration, the receipt and value of which is hereby confirmed, White on the one hand, and ABM on the other hand, shall hereby fully, finally, and forever settle and release each other and their respective executors, administrators, successors, assigns, directors, officers, members, managers, owners, affiliates, and attorneys from any and all known and unknown claims of every nature and kind whatsoever, losses, fines, penalties, damages, demands, judgments, debts, obligations, interests, liabilities, causes of action, breaches of duty, costs, expenses, and injunctions of any nature whatsoever, whether known or unknown, from all relationships between the Parties (collectively, the “Released Claims”).
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4.2 Scope of Release. The Parties agree that the release hereunder (the “Release”) is to be broadly construed as a release of all claims, except as otherwise provided for herein, and shall expressly include, without limitation, any and all known and unknown claims of every nature and kind whatsoever which the Parties now or hereafter may have with respect to each other. The Release does not encompass the promises and obligations of the Parties under this Agreement, and does not operate as a release by White of (i) any rights or claims under federal, state, or local law that cannot, as a matter of law, be waived by private agreement; (ii) any rights to indemnification pursuant to ABM’s governing documents, insurance policies, or applicable law; (iii) any of the protected rights under Section 4.7, below; or, (iv) any claims arising after the Effective Date.
4.3 After Acquired Information. The Parties acknowledge that they may hereafter discover information, facts, or circumstances different from or in addition to those which they now know or believe to be true. Except as otherwise provided herein to the contrary, this Agreement shall remain in full force and effect in all respects notwithstanding such discovery, and the Parties expressly accept and assume the risk of such possible additions to or differences from those facts now known or believed to be true.
4.4 Enforceability. The enforceability of the Release is conditioned upon each Party satisfying its respective obligations hereunder.
4.5 No Prior Assignment of Released Claims. Each Party covenants that none of its respective Released Claims has been assigned to any other person, and that no other person has any interest in any of the Released Claims. In the event any other person asserts any interest with respect to the Released Claims, then the Party breaching this covenant shall indemnify the Party against whom such claim is asserted for any and all damages, costs, and fees.
4.6 No Admission of Liability. Notwithstanding the terms and conditions of this Agreement, execution hereof shall in no manner or form constitute the admission of liability or responsibility of either Party in respect to the facts and circumstances underlying the Release.
4.7 Protected Rights. White understands that nothing contained in this Agreement limits White’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”). White further understands that this Agreement does not limit White’s ability to communicate or share information with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. However, White expressly agrees that White is releasing all claims and causes of action that White might personally pursue or that might be pursued in White’s name and, to the extent permitted by applicable law, White’s right to recover monetary damages or obtain injunctive relief that is personal to White in connection with such claims and causes of action.
V
ISSUANCE OF SHARES
5.1 Stock Issuance. No later than three (3) days after the Effective Date, ABM shall issue to White three million (3,000,000) shares of ABM common stock (the “Issued Shares”). The Issued Shares shall be restricted shares pursuant to the Securities Act of 1933, as amended from time-to-time (the “Act”), and issued in book entry format by ABM’s transfer agent.
5.2 Status of the Issued Shares. Upon issuance, all of the Issued Shares will be (i) fully earned, fully paid, and non-forfeitable, except as provided for in Section 8.3, below; (ii) duly authorized, legally and validly issued, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature.
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5.3 Securities Matters. With regard to matters of securities and applicable federal and state securities laws, White hereby represents and warrants as follows:
(a) White has substantial experience in evaluating and investing in securities of companies similar to ABM, and acknowledges that White can protect its own interests. White has such knowledge and experience in financial and business matters so that White is capable of evaluating the merits and risks of receipt of the Issued Shares, and that White is an “accredited investor” within the meaning of the Act.
(b) White understands that the Issued Shares have not been, and will not be, registered under the Act by reason of a specific exemption from the registration provisions of the Act, and that the availability of any exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations of White as expressed herein or otherwise made pursuant hereto.
(c) White is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act. White will promptly notify ABM in writing of any event that would, with the passage of time, make this statement untrue.
(d) White is acquiring the Issued Shares for his own account, for investment purposes only, and with no present intention of distributing, selling, or otherwise disposing of the Issued Shares.
(e) White is acquiring the Issued Shares based upon White’s own independent investigation and evaluation of ABM, and is expressly not relying on any oral representations made by ABM or any person acting on behalf of ABM.
VI
BUSINESS RELATED PROVISIONS
6.1 Non-Disclosure of Business Information. White shall not at any time, either directly or indirectly use, divulge, disclose or communicate to any person, in any manner whatsoever, any confidential information concerning any matters affecting or relating to the business of ABM, including, but not limited to, the names, buying habits, or practices of any of its customers, its’ marketing methods and related data, the names of any of its vendors or suppliers, costs of materials, the prices it obtains or has obtained or at which it sells or has sold its products or services, manufacturing and sales, costs, lists or other written records used in ABM’s business, compensation paid to employees and other terms of employment, or any other confidential information of, about or concerning the business of ABM, its manner of operation, or other confidential data of any kind, nature, or description. The Parties hereby stipulate that as between them, the foregoing matters are important, material, and confidential trade secrets and affect the successful conduct of the ABM’s business and its goodwill, and that any breach of any term of this paragraph is a material breach of this Agreement.
6.2 Non-Solicitation of Employees. During and continuing for a period of three (3) years after the Effective Date, White shall not, directly or indirectly, cause or induce, or attempt to cause or induce, any employee of ABM to terminate his or her employment with ABM, as such employment exists at any time following the Effective Date.
6.3 Non-Solicitation of Business. During and continuing for a period of three (3) years after the Effective Date, White shall not (i) solicit business from any customer of ABM, to the extent such business relates to a product or service competitive with an ABM product or service; or, (ii) otherwise attempt to induce any such customer of ABM to cease doing business with, or to decrease the amount of business such customer does with, ABM.
6.4 Return of Materials. Upon execution of this Agreement White shall promptly deliver to ABM all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, computer disks and data bases, computer programs and reports, computer software, and all other written, graphic and computer generated or stored records relating to the business of ABM which are or have been in the possession or under the control of White.
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6.5 Form 8-K. In order to comply with applicable federal securities rules and regulations regarding the disclosure of this Agreement, the Parties agree that a Form 8-K will be filed with the SEC by ABM within four (4) days of the Effective Date (the “8-K”). In connection therewith:
(a) The language regarding this Agreement and the transactions envisioned hereunder which will be included as part of the 8-K is attached hereto as Exhibit 6.5(a) and incorporated herein by reference (the “8-K Language”).
(b) White may make requests for revisions to the 8-K Language by delivering written comments to ABM within two (2) days of the Effective Date. Any such changes will be subject to ABM’s consent, which will not be unreasonably withheld.
(c) White shall be afforded the opportunity to deliver to ABM a letter memorializing whether White agrees with the disclosures in the 8-K Language. ABM agrees to file any such letter with the SEC either in the 8-K or in an amendment to the 8-K no later than two (2) days after its receipt of any such letter.
6.6 No Disparaging Remarks.
6.6.1. By White. White agrees not to make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to ABM or its respective past, current, or future affiliates, officers, directors, shareholders, employees, consultants, advisors, representatives, trustees, subsidiaries, divisions, parent companies, attorneys, clients or customers, or to ABM’s policies, procedures, business, practices, or financial condition.
6.6.2. By ABM. ABM agrees that it shall not make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to White or which intentionally interferes with the efforts of White to obtain subsequent employment or engagement.
6.6.3. Limited Exception. The foregoing restrictions shall not apply to any statements by either Party that are made truthfully in response to a subpoena or as otherwise required by applicable law or other legal process, or those made in the context of a confidential professional relationship such as between a Party and legal counsel, accountant, and/or financial advisor.
VII
ADDITIONAL REPRESENTATIONS AND OBLIGATIONS
7.1 Independent Legal Counsel. Each Party warrants, represents, and agrees that in executing this Agreement it does so with full knowledge of the rights it may have with respect to the other Party, and that each has received, or has had the opportunity to receive, independent legal advice as to these rights. Each Party has executed this Agreement with full knowledge of these rights, and under no fraud, duress, or undue influence.
7.2 Execution and Performance of Agreement.
7.2.1. By ABM. ABM hereby warrants and represents to White as follows:
(a) It has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by ABM of this Agreement. This Agreement has been duly and validly executed and delivered by ABM and constitutes the valid and binding obligations of ABM, enforceable in accordance with the respective terms.
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(b) The consummation by ABM of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:
(i) violate any judgment, law, order, writ, rule or regulation, or determination or decree of any arbitrator, court, or other governmental agency or administrative body (collectively, “Requirement of Law”) applicable or binding upon ABM;
(ii) violate (1) the terms of the Certificate of Incorporation or Bylaws of ABM; or, (2) any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon ABM or to which ABM is subject; or
(iii) result in the breach of, constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, any agreement, commitment, contract (written or oral) or other instrument to which ABM is a party or is otherwise bound or affected.
(c) No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of this Agreement, and the performance of any obligations contemplated hereunder.
7.2.2. By White. White hereby warrants and represents to ABM as follows:
(a) He has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by White of this Agreement. This Agreement has been duly and validly executed and delivered by White and constitutes the valid and binding obligations of White, enforceable in accordance with the respective terms.
(b) The consummation by White of the transactions herein contemplated, including the execution, delivery, and consummation of this Agreement, will not:
(i) violate any Requirement of Law applicable or binding upon White; or
(ii) result in the breach of, constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, any agreement, commitment, contract (written or oral) or other instrument to which White is a party or is otherwise bound or affected.
VIII
ADDITIONAL PROVISIONS
8.1 Executed Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Electronic Transmission, such signature shall create a valid and binding obligation of that Party (or on whose behalf such signature is executed) with the same force and effect as an original thereof. Any copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes a manually executed counterpart of this Agreement.
8.2 Entire Agreement. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties regarding the subject matter herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
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8.3 Severability. With the exception of the Release contained in Section 4.1, above, each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the Release in Section 4.1, above, is found to be unenforceable, this Agreement shall be null and void, and White will be required to return all of the Issued Shares to ABM.
8.4 Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the state and federal courts in New York County, New York, shall be the sole jurisdiction and venue for the bringing of such action.
8.5 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.
8.6 Recovery of Fees by Prevailing Party. In any legal action (including arbitration) to enforce or interpret this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses (including expert witness fees) of the prevailing Party in such amount as may be determined. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.
8.7 Waiver; Course of Dealing. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition. Further, no course of dealing between the Parties, or any failure to exercise, or any delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
8.8 Recitals. The facts recited in Article II, above, are hereby conclusively presumed to be true as between and affecting the Parties.
8.9 Amendment. This Agreement may be amended or modified only by a writing signed by all Parties.
8.10 Successors and Assigns. Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions, and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. This Agreement is not assignable by either Party without the expressed written consent of all Parties.
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8.11 Time. All Parties agree that time is of the essence as to this Agreement.
8.12 Provision Not Construed Against Party Drafting Agreement. This Agreement is the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, shall be deemed to have been drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.
8.13 Agreement Provisions, Exhibits, and Schedules. When a reference is made in this Agreement to an Article, Section, Subsection, Exhibit, or Schedule, such reference shall be to said item of this Agreement unless otherwise indicated, although the Article and Section headings used herein are inserted for convenience and identification only and are not to be used in any manner to interpret this Agreement. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.
8.14 Further Assurances. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this Section 8.14.
8.15 Notices.
8.15.1. Method and Delivery. All notices, requests, and demands hereunder shall be in writing and delivered by hand; Electronic Transmission; mail; or, recognized commercial over-night delivery service (Federal Express, e.g.), and shall be deemed given (a) if by hand, upon such delivery; (b) if by Electronic Transmission, 24-hours after sending; (c) if by mail, 48-hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; or, (d) if by recognized commercial over-night delivery service, upon such delivery.
8.15.2. Consent to Electronic Transmission. Each Party hereby expressly consents to the use of Electronic Transmission for communications and notices hereunder. For purposes of this Agreement, “Electronic Transmission” means a communication (i) delivered by Fax or E-Mail when directed to the Fax number or E-Mail address, respectively, for that recipient on record with the sending Party; and, (ii) that creates a record capable of retention, retrieval, and review, and that may thereafter be rendered into legible tangible form.
8.15.3. Address Changes. A Party may alter the Fax number, E-Mail address, physical address, or postage address to which communications or copies are to be sent by giving notice of such change of address to the other Parties in accordance with the provisions of this Section 8.15.
8.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
8.17 Best Efforts. Each Party shall cooperate in good faith with the other Parties generally, and in particular, the Parties shall use and exercise their best efforts, taking all reasonable, ordinary and necessary measures to ensure an orderly and smooth relationship under this Agreement, and further agree to work together and negotiate in good faith to resolve any differences or problems which may arise in the future. However, the obligations under this Section 8.17 shall not include any obligation to incur substantial expense or liability.
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8.18 Definitional Provisions. For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.
IX
EXECUTION
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
THE PARTIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. ITS CONTENTS AND THE RELEASE CONTAINED HEREIN HAVE BEEN FULLY EXPLAINED TO THEM BY THEIR ATTORNEYS, OR THEY HAVE VOLUNTARILY ELECTED NOT TO SEEK THE ADVICE OF AN ATTORNEY. THE PARTIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES OR REPRESENTATIONS MADE TO EACH OF THE PARTIES ABOUT THIS AGREEMENT, OR TO INDUCE THEM TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE PARTIES ARE SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
| WHITE: | ABM | |||
| AMERICAN BATTERY MATERIALS, INC., a Delaware corporation | ||||
| PATRICK J. WHITE | ||||
| DATED: | BY: | |||
| NAME: | ||||
| TITLE: | ||||
| DATED: | ||||
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EXHIBIT 6.5(a)
8-K LANGUAGE
(a) Voluntary Resignation of Directors.
Patrick J. White voluntarily resigned his position as a member of the Board of Directors (the “Board”) of American Battery Materials, Inc. (the “Company”) effective 22 May 2023. In connection with his decision, Mr. White advised that he had no disagreements with the Company. The Board expresses its gratitude to Mr. White for his many years of service to the Company and substantial contributions to the Board, and wishes him continued good fortune in his future endeavors.
(e) Compensation.
In connection with Mr. White’s resignation, the Company issued to Mr. White three million (3,000,000) shares of Company common stock pursuant to the terms and conditions of a Resignation and Release Agreement (the “White Agreement”). The White Agreement also provided for, among other things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements. The foregoing description of the White Agreement does not purport to be complete, and is qualified in its entirety by reference to the White Agreement. A copy of which is attached and filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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Exhibit 10.2
RESIGNATION AND RELEASE
AGREEMENT
JOHN EDWARD HENTSCHEL
and
AMERICAN BATTERY MATERIALS, INC.
EFFECTIVE DATE:
22 May 2023
RESIGNATION AND RELEASE AGREEMENT
I
PARTIES
THIS RESIGNATION AND RELEASE AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of May, 2023 (the “Effective Date”), by and between JOHN EDWARD HENTSCHEL, an individual residing in the State of ______________ (“Hentschel”); and, AMERICAN BATTERY MATERIALS, INC., a Delaware corporation fka BoxScore Brands, Inc. (“ABM”). Hentschel and ABM are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
II
RECITALS
| A. | Hentschel currently serves on the Board of Directors of ABM (the “Board”). |
| B. | Hentschel desires to voluntarily resign from his position as a member of the Board, and expressly not as the result of any disagreement with ABM on any matter relating to ABM’s operations, policies, or practices. |
| C. | The Parties desire to enter into this Agreement to ensure and effect an orderly and mutually agreeable separation and resignation of Hentschel from the Board, and to further ensure that neither Party will assert any claims of any kind against the other arising out of or related to the relationship between the Parties. |
| D. | It is the intent of the Parties that their respective rights and obligations to each other from the Effective Date shall be determined exclusively under the terms of this Agreement. |
| E. | NOW, THEREFORE, in consideration of the promises, covenants, and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: |
III
RESIGNATION
Hentschel hereby voluntarily resigns from the Board, effective as of the Effective Date. Hentschel acknowledges and agrees that he has been paid all wages, compensation, and accrued benefits to which he is entitled from ABM through the Effective Date, and that his resignation hereunder does not and will not result in the vesting, acceleration, or triggering of any benefit in Hentschel’s favor, including, without limitation, any post-termination payment obligation or any separation payment or benefit, or any other right which Hentschel may otherwise have had or been promised. Other than the issuance of the common stock payments set forth in this Agreement, the Parties agree that ABM owes no additional amounts of my kind to Hentschel. This Agreement expressly supersedes any and all prior agreements, written and oral, express and implied, by and between the Parties, with all such prior agreements (if any) now void and having no further effect.
IV
RELEASE PROVISIONS
4.1 Release. In consideration of the covenants and promises contained in this Agreement, the timely satisfaction of ABM’s obligations under Article V, below, and other good and valuable consideration, the receipt and value of which is hereby confirmed, Hentschel on the one hand, and ABM on the other hand, shall hereby fully, finally, and forever settle and release each other and their respective executors, administrators, successors, assigns, directors, officers, members, managers, owners, affiliates, and attorneys from any and all known and unknown claims of every nature and kind whatsoever, losses, fines, penalties, damages, demands, judgments, debts, obligations, interests, liabilities, causes of action, breaches of duty, costs, expenses, and injunctions of any nature whatsoever, whether known or unknown, from all relationships between the Parties (collectively, the “Released Claims”).
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4.2 Scope of Release. The Parties agree that the release hereunder (the “Release”) is to be broadly construed as a release of all claims, except as otherwise provided for herein, and shall expressly include, without limitation, any and all known and unknown claims of every nature and kind whatsoever which the Parties now or hereafter may have with respect to each other. The Release does not encompass the promises and obligations of the Parties under this Agreement, and does not operate as a release by Hentschel of (i) any rights or claims under federal, state, or local law that cannot, as a matter of law, be waived by private agreement; (ii) any rights to indemnification pursuant to ABM’s governing documents, insurance policies, or applicable law; (iii) any of the protected rights under Section 4.7, below; or, (iv) any claims arising after the Effective Date.
4.3 After Acquired Information. The Parties acknowledge that they may hereafter discover information, facts, or circumstances different from or in addition to those which they now know or believe to be true. Except as otherwise provided herein to the contrary, this Agreement shall remain in full force and effect in all respects notwithstanding such discovery, and the Parties expressly accept and assume the risk of such possible additions to or differences from those facts now known or believed to be true.
4.4 Enforceability. The enforceability of the Release is conditioned upon each Party satisfying its respective obligations hereunder.
4.5 No Prior Assignment of Released Claims. Each Party covenants that none of its respective Released Claims has been assigned to any other person, and that no other person has any interest in any of the Released Claims. In the event any other person asserts any interest with respect to the Released Claims, then the Party breaching this covenant shall indemnify the Party against whom such claim is asserted for any and all damages, costs, and fees.
4.6 No Admission of Liability. Notwithstanding the terms and conditions of this Agreement, execution hereof shall in no manner or form constitute the admission of liability or responsibility of either Party in respect to the facts and circumstances underlying the Release.
4.7 Protected Rights. Hentschel understands that nothing contained in this Agreement limits Hentschel’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”). Hentschel further understands that this Agreement does not limit Hentschel’s ability to communicate or share information with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. However, Hentschel expressly agrees that Hentschel is releasing all claims and causes of action that Hentschel might personally pursue or that might be pursued in Hentschel’s name and, to the extent permitted by applicable law, Hentschel’s right to recover monetary damages or obtain injunctive relief that is personal to Hentschel in connection with such claims and causes of action.
V
ISSUANCE OF SHARES
5.1 Stock Issuance. No later than three (3) days after the Effective Date, ABM shall issue to Hentschel two million (2,000,000) shares of ABM common stock (the “Issued Shares”). The Issued Shares shall be restricted shares pursuant to the Securities Act of 1933, as amended from time-to-time (the “Act”), and issued in book entry format by ABM’s transfer agent.
5.2 Status of the Issued Shares. Upon issuance, all of the Issued Shares will be (i) fully earned, fully paid, and non-forfeitable, except as provided for in Section 8.3, below; (ii) duly authorized, legally and validly issued, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature.
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5.3 Securities Matters. With regard to matters of securities and applicable federal and state securities laws, Hentschel hereby represents and warrants as follows:
(a) Hentschel has substantial experience in evaluating and investing in securities of companies similar to ABM, and acknowledges that Hentschel can protect its own interests. Hentschel has such knowledge and experience in financial and business matters so that Hentschel is capable of evaluating the merits and risks of receipt of the Issued Shares, and that Hentschel is an “accredited investor” within the meaning of the Act.
(b) Hentschel understands that the Issued Shares have not been, and will not be, registered under the Act by reason of a specific exemption from the registration provisions of the Act, and that the availability of any exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations of Hentschel as expressed herein or otherwise made pursuant hereto.
(c) Hentschel is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act. Hentschel will promptly notify ABM in writing of any event that would, with the passage of time, make this statement untrue.
(d) Hentschel is acquiring the Issued Shares for his own account, for investment purposes only, and with no present intention of distributing, selling, or otherwise disposing of the Issued Shares.
(e) Hentschel is acquiring the Issued Shares based upon Hentschel’s own independent investigation and evaluation of ABM, and is expressly not relying on any oral representations made by ABM or any person acting on behalf of ABM.
VI
BUSINESS RELATED PROVISIONS
6.1 Non-Disclosure of Business Information. Hentschel shall not at any time, either directly or indirectly use, divulge, disclose or communicate to any person, in any manner whatsoever, any confidential information concerning any matters affecting or relating to the business of ABM, including, but not limited to, the names, buying habits, or practices of any of its customers, its’ marketing methods and related data, the names of any of its vendors or suppliers, costs of materials, the prices it obtains or has obtained or at which it sells or has sold its products or services, manufacturing and sales, costs, lists or other written records used in ABM’s business, compensation paid to employees and other terms of employment, or any other confidential information of, about or concerning the business of ABM, its manner of operation, or other confidential data of any kind, nature, or description. The Parties hereby stipulate that as between them, the foregoing matters are important, material, and confidential trade secrets and affect the successful conduct of the ABM’s business and its goodwill, and that any breach of any term of this paragraph is a material breach of this Agreement.
6.2 Non-Solicitation of Employees. During and continuing for a period of three (3) years after the Effective Date, Hentschel shall not, directly or indirectly, cause or induce, or attempt to cause or induce, any employee of ABM to terminate his or her employment with ABM, as such employment exists at any time following the Effective Date.
6.3 Non-Solicitation of Business. During and continuing for a period of three (3) years after the Effective Date, Hentschel shall not (i) solicit business from any customer of ABM, to the extent such business relates to a product or service competitive with an ABM product or service; or, (ii) otherwise attempt to induce any such customer of ABM to cease doing business with, or to decrease the amount of business such customer does with, ABM.
6.4 Return of Materials. Upon execution of this Agreement Hentschel shall promptly deliver to ABM all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, computer disks and data bases, computer programs and reports, computer software, and all other written, graphic and computer generated or stored records relating to the business of ABM which are or have been in the possession or under the control of Hentschel.
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6.5 Form 8-K. In order to comply with applicable federal securities rules and regulations regarding the disclosure of this Agreement, the Parties agree that a Form 8-K will be filed with the SEC by ABM within four (4) days of the Effective Date (the “8-K”). In connection therewith:
(a) The language regarding this Agreement and the transactions envisioned hereunder which will be included as part of the 8-K is attached hereto as Exhibit 6.5(a) and incorporated herein by reference (the “8-K Language”).
(b) Hentschel may make requests for revisions to the 8-K Language by delivering written comments to ABM within two (2) days of the Effective Date. Any such changes will be subject to ABM’s consent, which will not be unreasonably withheld.
(c) Hentschel shall be afforded the opportunity to deliver to ABM a letter memorializing whether Hentschel agrees with the disclosures in the 8-K Language. ABM agrees to file any such letter with the SEC either in the 8-K or in an amendment to the 8-K no later than two (2) days after its receipt of any such letter.
6.6 No Disparaging Remarks.
6.6.1. By Hentschel. Hentschel agrees not to make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to ABM or its respective past, current, or future affiliates, officers, directors, shareholders, employees, consultants, advisors, representatives, trustees, subsidiaries, divisions, parent companies, attorneys, clients or customers, or to ABM’s policies, procedures, business, practices, or financial condition.
6.6.2. By ABM. ABM agrees that it shall not make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to Hentschel or which intentionally interferes with the efforts of Hentschel to obtain subsequent employment or engagement.
6.6.3. Limited Exception. The foregoing restrictions shall not apply to any statements by either Party that are made truthfully in response to a subpoena or as otherwise required by applicable law or other legal process, or those made in the context of a confidential professional relationship such as between a Party and legal counsel, accountant, and/or financial advisor.
VII
ADDITIONAL REPRESENTATIONS AND OBLIGATIONS
7.1 Independent Legal Counsel. Each Party warrants, represents, and agrees that in executing this Agreement it does so with full knowledge of the rights it may have with respect to the other Party, and that each has received, or has had the opportunity to receive, independent legal advice as to these rights. Each Party has executed this Agreement with full knowledge of these rights, and under no fraud, duress, or undue influence.
7.2 Execution and Performance of Agreement.
7.2.1. By ABM. ABM hereby warrants and represents to Hentschel as follows:
(a) It has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by ABM of this Agreement. This Agreement has been duly and validly executed and delivered by ABM and constitutes the valid and binding obligations of ABM, enforceable in accordance with the respective terms.
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(b) The consummation by ABM of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:
(i) violate any judgment, law, order, writ, rule or regulation, or determination or decree of any arbitrator, court, or other governmental agency or administrative body (collectively, “Requirement of Law”) applicable or binding upon ABM;
(ii) violate (1) the terms of the Certificate of Incorporation or Bylaws of ABM; or, (2) any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon ABM or to which ABM is subject; or
(iii) result in the breach of, constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, any agreement, commitment, contract (written or oral) or other instrument to which ABM is a party or is otherwise bound or affected.
(c) No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of this Agreement, and the performance of any obligations contemplated hereunder.
7.2.2. By Hentschel. Hentschel hereby warrants and represents to ABM as follows:
(a) He has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by Hentschel of this Agreement. This Agreement has been duly and validly executed and delivered by Hentschel and constitutes the valid and binding obligations of Hentschel, enforceable in accordance with the respective terms.
(b) The consummation by Hentschel of the transactions herein contemplated, including the execution, delivery, and consummation of this Agreement, will not:
(i) violate any Requirement of Law applicable or binding upon Hentschel; or
(ii) result in the breach of, constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, any agreement, commitment, contract (written or oral) or other instrument to which Hentschel is a party or is otherwise bound or affected.
VIII
ADDITIONAL PROVISIONS
8.1 Executed Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Electronic Transmission, such signature shall create a valid and binding obligation of that Party (or on whose behalf such signature is executed) with the same force and effect as an original thereof. Any copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes a manually executed counterpart of this Agreement.
8.2 Entire Agreement. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties regarding the subject matter herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
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8.3 Severability. With the exception of the Release contained in Section 4.1, above, each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the Release in Section 4.1, above, is found to be unenforceable, this Agreement shall be null and void, and Hentschel will be required to return all of the Issued Shares to ABM.
8.4 Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the state and federal courts in New York County, New York, shall be the sole jurisdiction and venue for the bringing of such action.
8.5 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.
8.6 Recovery of Fees by Prevailing Party. In any legal action (including arbitration) to enforce or interpret this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses (including expert witness fees) of the prevailing Party in such amount as may be determined. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.
8.7 Waiver; Course of Dealing. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition. Further, no course of dealing between the Parties, or any failure to exercise, or any delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
8.8 Recitals. The facts recited in Article II, above, are hereby conclusively presumed to be true as between and affecting the Parties.
8.9 Amendment. This Agreement may be amended or modified only by a writing signed by all Parties.
8.10 Successors and Assigns. Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions, and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. This Agreement is not assignable by either Party without the expressed written consent of all Parties.
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8.11 Time. All Parties agree that time is of the essence as to this Agreement.
8.12 Provision Not Construed Against Party Drafting Agreement. This Agreement is the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, shall be deemed to have been drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.
8.13 Agreement Provisions, Exhibits, and Schedules. When a reference is made in this Agreement to an Article, Section, Subsection, Exhibit, or Schedule, such reference shall be to said item of this Agreement unless otherwise indicated, although the Article and Section headings used herein are inserted for convenience and identification only and are not to be used in any manner to interpret this Agreement. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.
8.14 Further Assurances. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this Section 8.14.
8.15 Notices.
8.15.1. Method and Delivery. All notices, requests, and demands hereunder shall be in writing and delivered by hand; Electronic Transmission; mail; or, recognized commercial over-night delivery service (Federal Express, e.g.), and shall be deemed given (a) if by hand, upon such delivery; (b) if by Electronic Transmission, 24-hours after sending; (c) if by mail, 48-hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; or, (d) if by recognized commercial over-night delivery service, upon such delivery.
8.15.2. Consent to Electronic Transmission. Each Party hereby expressly consents to the use of Electronic Transmission for communications and notices hereunder. For purposes of this Agreement, “Electronic Transmission” means a communication (i) delivered by Fax or E-Mail when directed to the Fax number or E-Mail address, respectively, for that recipient on record with the sending Party; and, (ii) that creates a record capable of retention, retrieval, and review, and that may thereafter be rendered into legible tangible form.
8.15.3. Address Changes. A Party may alter the Fax number, E-Mail address, physical address, or postage address to which communications or copies are to be sent by giving notice of such change of address to the other Parties in accordance with the provisions of this Section 8.15.
8.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
8.17 Best Efforts. Each Party shall cooperate in good faith with the other Parties generally, and in particular, the Parties shall use and exercise their best efforts, taking all reasonable, ordinary and necessary measures to ensure an orderly and smooth relationship under this Agreement, and further agree to work together and negotiate in good faith to resolve any differences or problems which may arise in the future. However, the obligations under this Section 8.17 shall not include any obligation to incur substantial expense or liability.
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8.18 Definitional Provisions. For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.
IX
EXECUTION
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
THE PARTIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. ITS CONTENTS AND THE RELEASE CONTAINED HEREIN HAVE BEEN FULLY EXPLAINED TO THEM BY THEIR ATTORNEYS, OR THEY HAVE VOLUNTARILY ELECTED NOT TO SEEK THE ADVICE OF AN ATTORNEY. THE PARTIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES OR REPRESENTATIONS MADE TO EACH OF THE PARTIES ABOUT THIS AGREEMENT, OR TO INDUCE THEM TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE PARTIES ARE SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
| HENTSCHEL: | ABM | |||
| AMERICAN BATTERY MATERIALS, INC a Delaware corporation | ||||
| JOHN EDWARD HENTSCHEL | ||||
| DATED: | BY: | |||
| NAME: | ||||
| TITLE: | ||||
| DATED: | ||||
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EXHIBIT 6.5(a)
8-K LANGUAGE
(a) Voluntary Resignation of Directors.
John Edward Hentschel voluntarily resigned his position as a member of the Board of Directors (the “Board”) of American Battery Materials, Inc. (the “Company”) effective 22 May 2023. In connection with his decision, Mr. Hentschel advised that he had no disagreements with the Company. The Board expresses its gratitude to Mr. Hentschel for his years of service to the Company, and wishes him the best in his future endeavors.
(e) Compensation.
In connection with Mr. Hentschel’s resignation, the Company issued to Mr. Hentschel two million (2,000,000) shares of Company common stock pursuant to the terms and conditions of a Resignation and Release Agreement (the “Hentschel Agreement”). The Hentschel Agreement also provided for, among other things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements. The foregoing description of the Hentschel Agreement does not purport to be complete, and is qualified in its entirety by reference to the Hentschel Agreement. A copy of which is attached and filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
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Exhibit 10.3
AMERICAN BATTERY MATERIALS, INC.
DIRECTOR COMPENSATION POLICY
The purpose of this Director Compensation Policy (the “Policy”) of AMERICAN BATTERY MATERIALS, INC., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors, including those who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, all members of the Board of Directors (the “Board”) shall be paid compensation for services provided to the Company as set forth below:
Equity Grants:
Each member of the Board will receive an equity grant (the “Equity Grant”) of five million (5,000,000) shares of Company common stock that vest as follows:
(a) As of hire, 1,666,667 shares shall be fully vested, fully earned, and non-assessable.
(b) As of and on the one-year anniversary of hire, an additional 1,666,667 shares shall be fully vested, fully earned, and non-assessable provided the director is then serving as a member of the Board.
(c) As of and on the two-year anniversary of hire, the remaining 1,666,666 shares shall be fully vested, fully earned, and non-assessable provided the director is then serving as a member of the Board.
Upon termination of service as a member of the Board for any reason prior to a vesting date, any and all remaining and unvested shares of the Equity Grant shall be forfeited, with no pro rata vesting or any further rights.
The original basis (per share) for shares shall be the closing price for the Company’s common stock on the vesting date for the respective shares.
Cash Grants:
No cash compensation will be paid or otherwise granted to members of the Board for their service as a director of the Company. The Board retains the right to revise this policy.
Expenses:
The Company will reimburse all reasonable out-of-pocket expenses incurred by directors in attending meetings of the Board or any Committee.
Exhibit 10.4
DIRECTOR STOCK GRANT
AGREEMENT
DIRECTOR NAME
and
AMERICAN BATTERY MATERIALS, INC.
_____________, 2023
DIRECTOR STOCK GRANT AGREEMENT
I
PARTIES
THIS DIRECTOR STOCK GRANT AGREEMENT (the “Agreement”) is entered into effective as of the ____ day of ________, 2023 (the “Effective Date”), by and between DIRECTOR NAME, an individual residing in the State of New York (“Name”); and, AMERICAN BATTERY MATERIALS, INC., a Delaware corporation (“ABM”). Name and ABM are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
II
RECITALS
| A. | The Board of Directors of ABM (the “Board”) has authorized the issuance of restricted shares of ABM common stock to all members of the Board as compensation for their service as a member of the Board. |
| B. | In recognition of Name’s status as a member of the Board, and as full and complete payment for his services to ABM as a member of the Board, the Board has authorized and instructed the issuance of shares of ABM common stock to Name pursuant to the terms and conditions of this Agreement. |
| C. | NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: |
III
DIRECTOR SHARES
3.1 Grant. Subject to the terms, conditions, and restrictions set forth below, ABM hereby grants to Name five million (5,000,000) restricted shares of ABM common stock (the “Director Shares”). The Director Shares shall be issued in accordance with the below vesting schedule, in book-entry format directly through ABM’s transfer agent, and subject to all other terms and conditions of this Agreement. The Director Shares are in satisfaction of the annual fee for Name’s service as a director of ABM for the period of three (3) years commencing on the Effective Date.
3.2 Transferability. Prior to the vesting thereof, the Director Shares are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated, or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law, by will or by the laws of descent, or otherwise). Any purported transfer in violation of this Section 3.2 shall be void and of no force and effect. Furthermore, notwithstanding any other provision of this Agreement, Name may not sell any of the Director Shares unless such shares are registered under the Securities Act of 1933, as amended from time-to-time (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. Any sale of the Director Shares must also comply with other applicable laws and regulations governing the common stock of ABM, and Name may not sell any of the Director Shares if ABM reasonably determines that such sale would not be in material compliance with such laws and regulations.
3.3 Adjustments. The Director Shares shall be subject to the same adjustments as are applied to all other shares of ABM common stock, including, by way of example and not limitation, stock splits and the closing of any merger or similar transaction resulting in the issuance of shares of stock or other consideration in exchange for the shares of ABM common stock. All such adjustments shall be effected (i) without further notice from ABM; (ii) without need for further action from or by either Party; and, (iii) in the same manner and pro rata application as affecting all other shares of ABM common stock.
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3.4 Restricted Shares. All of the Director Shares shall be issued as restricted shares, as that term is commonly defined and used under the Securities Act.
3.5 Acceptance of Director Shares and Agreement. Name has indicated his consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to Name by or on behalf of the Board. Name acknowledges that he has read and understood this Agreement, and has had the opportunity to receive independent legal advice as to his rights and obligations arising under and related to this Agreement. Name further acknowledges that the Director Shares represent the only compensation and consideration to which he is entitled for his services rendered as a member of the Board.
IV
VESTING AND FORFEITURE
4.1 Vesting. The Director Shares shall be vested in accordance with the following schedule, with each referenced date referred to herein as a “Vesting Date”:
(a) As of and on the Effective Date, 1,666,667 shares of the Director Shares shall be fully vested, fully earned, and non-assessable.
(b) As of and on the one-year anniversary of the Effective Date, an additional 1,666,667 shares of the Director Shares shall be fully vested, fully earned, and non-assessable provided that Name is serving as a member of the Board on such Vesting Date.
(c) As of and on the two-year anniversary of the Effective Date, the remaining 1,666,666 shares of the Director Shares shall be fully vested, fully earned, and non-assessable provided that Name is serving as a member of the Board on such Vesting Date.
4.2 Termination and Forfeiture. Upon termination of Name’s service as a member of the Board for any reason prior to a Vesting Date, any and all remaining and unvested Director Shares shall be forfeited, with no pro rata vesting or any further rights.
V
STATUS
5.1 Independent Contractor. It is the intent of the Parties that Name, in his capacity as a member of the Board, shall have the status of an independent contractor. No provision in this Agreement shall be construed in a manner which would indicate otherwise. Name will not be eligible or entitled to any of the benefits which ABM may make available from time-to-time to its employees, solely due to his status as a member of the Board.
5.2 Taxes.
5.2.1. Reporting and Payments. Name will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Name's receipt of the Director Shares under this Agreement. ABM will regularly report the vesting of the Director Shares with the Internal Revenue Service and other applicable agencies and authorities as required by applicable law. Name agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability, and other contributions based on the Director Shares issued to Name under this Agreement.
5.2.2. Elections. Name is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, and the applicability, timing, and consequences of filing an election to include this Agreement in income under Section 83(b) of the Internal Revenue Code of 1986, as amended from time-to-time (the “IRC”). If Name makes such an election, Name shall provide ABM with written notice of such election in accordance with the regulations promulgated under Section 83(b) of the IRC.
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5.2.3. Qualified Small Business. ABM hereby confirms that as of the Effective Date, and at all times during its existence prior to the Effective Date, it is a qualified small business under Section 1202 of the IRC (a “QSB”). ABM further confirms the following with regard to the Director Shares for purposes of Section 1202 of the IRC:
(a) The Director Shares are deemed to have been purchased by Name directly from ABM as all such shares were issued as compensation for Name’s service as a member of the Board.
(b) ABM will issue all Director Shares directly to Name hereunder and not under any other agreement or for any other purpose or consideration.
(c) The original basis (per share) for Director Shares shall be the closing price for ABM common stock on the Vesting Date for the respective shares.
(d) ABM shall continue to be a QSB for at least 30-days after the Effective Date.
(e) At each Vesting Date after the Effective Date ABM will provide a written confirmation to Name as to whether ABM is a QSB at each respective Vesting Date.
5.3 No Right to Continued Service. Neither this Agreement nor any provisions hereunder shall be construed to confer upon Name any right to remain on the Board, and nothing herein shall be construed in any manner to interfere in any way with the right of ABM to terminate Name from the Board at any time.
5.4 Status as a Stockholder. Only upon satisfaction of the vesting schedule in Section 4.1, above, will Name become the holder of the respective Director Shares and have all rights of a stockholder with respect to those shares, including, without limitation, the right to vote the Director Shares and the right to receive all dividends earned with respect to the Director Shares actually vested, subject to the terms and conditions set forth in this Agreement.
VI
ADDITIONAL PROVISIONS
6.1 Executed Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Electronic Transmission, such signature shall create a valid and binding obligation of that Party (or on whose behalf such signature is executed) with the same force and effect as an original thereof. Any copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes a manually executed counterpart of this Agreement.
6.2 Entire Agreement. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties regarding the subject matter herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
6.3 Severability. Each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
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6.4 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the state and federal courts in Fairfield County, Connecticut, shall be the sole jurisdiction and venue for the bringing of such action.
6.5 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.
6.6 Recovery of Fees by Prevailing Party. In any legal action (including arbitration) to enforce or interpret this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses (including expert witness fees) of the prevailing Party in such amount as may be determined. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.
6.7 Waiver; Course of Dealing. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition. Further, no course of dealing between the Parties, or any failure to exercise, or any delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
6.8 Recitals. The facts recited in Article II, above, are hereby conclusively presumed to be true as between and affecting the Parties.
6.9 Amendment. This Agreement may be amended or modified only by a writing signed by all Parties.
6.10 Successors and Assigns. Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions, and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. This Agreement is not assignable by either Party without the expressed written consent of all Parties.
6.11 Provision Not Construed Against Party Drafting Agreement. This Agreement is the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, shall be deemed to have been drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.
6.12 Agreement Provisions, Exhibits, and Schedules. When a reference is made in this Agreement to an Article, Section, Subsection, Exhibit, or Schedule, such reference shall be to said item of this Agreement unless otherwise indicated, although the Article and Section headings used herein are inserted for convenience and identification only and are not to be used in any manner to interpret this Agreement. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.
6.13 Further Assurances. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this Section 6.13.
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6.14 Notices.
6.14.1. Method and Delivery. All notices, requests, and demands hereunder shall be in writing and delivered by hand; Electronic Transmission; mail; or, recognized commercial over-night delivery service (Federal Express, e.g.), and shall be deemed given (a) if by hand, upon such delivery; (b) if by Electronic Transmission, 24-hours after sending; (c) if by mail, 48-hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; or, (d) if by recognized commercial over-night delivery service, upon such delivery.
6.14.2. Consent to Electronic Transmission. Each Party hereby expressly consents to the use of Electronic Transmission for communications and notices hereunder. For purposes of this Agreement, “Electronic Transmission” means a communication (i) delivered by Fax or E-Mail when directed to the Fax number or E-Mail address, respectively, for that recipient on record with the sending Party; and, (ii) that creates a record capable of retention, retrieval, and review, and that may thereafter be rendered into legible tangible form.
6.14.3. Address Changes. A Party may alter the Fax number, E-Mail address, physical address, or postage address to which communications or copies are to be sent by giving notice of such change of address to the other Parties in accordance with the provisions of this Section 6.17.
6.15 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
6.16 Best Efforts. Each Party shall cooperate in good faith with the other Parties generally, and in particular, the Parties shall use and exercise their best efforts, taking all reasonable, ordinary and necessary measures to ensure an orderly and smooth relationship under this Agreement, and further agree to work together and negotiate in good faith to resolve any differences or problems which may arise in the future. However, the obligations under this Section 6.16 shall not include any obligation to incur substantial expense or liability.
6.17 Definitional Provisions. For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.
VII
EXECUTION
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
[SIGNATURES APPEAR ON NEXT PAGE]
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EXECUTION PAGE TO DIRECTOR STOCK GRANT AGREEMENT
| LAST NAME: | ABM: | |
| AMERICAN BATTERY MATERIALS, INC., | ||
| ______________________________ | a Delaware corporation | |
| DIRECTOR NAME | ||
| DATED: ______________________ | BY: __________________________ | |
| NAME: _______________________ | ||
| TITLE: _______________________ | ||
| DATED: ______________________ |
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