Exhibit 10.4


 


 


 


 


SILVER
BULL RESOURCES, INC.


AMENDMENT
TO MANAGEMENT RETENTION BONUS PLAN


 


This Amendment to the Silver
Bull Resources, Inc. Management Retention Bonus Plan dated the 17th day of February, 2022 (this “Amendment”),
is entered into by and among Silver Bull Resources, Inc. (“SB” or the “Company”) and Timothy Barry, Brian Edgar,
Christopher Richards and David Xuan (collectively “Management”) and, together with the Company, the “Parties”
and individually, a “Party”).


 


RECITALS


 


		A.	The
                                            Company and the Management entered into the Management Retention Bonus Plan agreement, dated
                                            April 15, 2021 (the “Retention Plan”) pursuant to which the Parties agreed to
                                            the terms and conditions of retention of Management.



 


		B.	The
                                            Parties now wish to enter into this Amendment in order to modify certain terms of the Retention
                                            Plan. 



 


AGREEMENT


 


In consideration of the forgoing
recitals and of the mutual covenants, agreements and representations contained herein and other valuable consideration given by each
Party hereto to the other, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree
to the following amendments:


 


		1.	Definitions



 


The following terms shall
have the following definitions:


 


		a.	For
                                            the purposes of the Retention Plan, “market capitalization” shall be calculated
                                            using the prevailing share price on a Canadian stock exchange multiplied by the number of
                                            the Company’s shares outstanding.



 


		b.	“Change
                                            of Control” means the occurrence of one or more of the following events after the
                                            Effective Date of this Retention Plan:



		i.	a
                                            sale, lease or other disposition of all or substantially all of the assets of the Company,
                                            



 


		ii.	a
                                            consolidation or merger of the Company with or into any other corporation or other entity
                                            or person (or any other corporate reorganization) in which the shareholders of the Company
                                            immediately prior to such consolidation, merger or reorganization, own less than fifty percent
                                            (50%) of the outstanding voting power of the surviving entity (or its parent) following the
                                            consolidation, merger or reorganization; or 



 






    	  





    	 



    

 


 


		iii.	a
                                            transaction or series or related transactions pursuant to which any person, entity or group
                                            within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934
                                            (“1934 Act”), or any comparable successor provisions (excluding any employee
                                            benefit plan, or related trust, sponsored or maintained by the Corporation or an affiliate)
                                            acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934
                                            Act, or comparable successor rule) of securities of the Corporation representing at least
                                            fifty percent (50%) of the combined voting power entitled to vote in the election of directors;
                                            or



 


		iv.	a
                                            transaction or series of transactions pursuant to which (A) (i) any person, entity or group
                                            within the meaning of Section 13(d) or 14(d) of the 1934 Act, or any comparable successor
                                            provisions (excluding any employee benefit plan, or related trust, sponsored or maintained
                                            by the Corporation or an affiliate) acquires beneficial ownership (within the meaning of
                                            Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of
                                            the Corporation representing at least twenty percent (20%) of the combined voting power entitled
                                            to vote in the election of directors or securities of the Corporation that, upon conversion
                                            or exchange of such securities, would represent at least twenty percent (20%) of the combined
                                            voting power entitled to vote in the election of directors, or (ii) a consolidation or merger
                                            of the Corporation with or into any other corporation or other entity or person (or any other
                                            corporate reorganization) in which the shareholders of the Corporation immediately prior
                                            to such consolidation, merger or reorganization, own less than eighty percent (80%) of the
                                            outstanding voting power of the surviving entity (or its parent) following the consolidation,
                                            merger or reorganization and (B) in connection with or as a result of such transaction or
                                            series of transactions, either (i) one-half (or more) of the members of the Board of Directors
                                            of the Corporation resign or are replaced with nominees designated by such person, entity
                                            or group or (ii) the Chief Executive Officer of the Corporation resigns or is terminated
                                            as a result of such transaction or series of transactions.



 


		2.	Amendments



 


		a.	Clause
                                            5 of the Retention Plan to be replaced by the following wording:



 


5.In the event
that SB is the subject of a Change of Control, the 1% bonus shall be paid if the market capitalization
of the Company is equal to or greater than $250,000,000 at any point prior to the closing o of the transaction and be equal to 1% of
the bid price less any 1% bonus that may have been previously paid.


 


		b.	Clause
                                            10 of the Retention Plan to be replaced by the following wording:



 


 



    	  





    	 



    




 


10.        At
the sole discretion of the Company’s Board of Directors, SB shall not be obligated to pay a bonus in cash under this agreement
if it lacks funds at the time.  In lieu of cash, the Company’s Board of Directors may choose to settle any bonus debt by issuing
and delivering shares of SB for such debt valued at the 5-day trading VWAP for SB’s shares on the market calculated up to the day
before the issue of the shares.


 


3.       No
Other Waiver or Amendment. Except as expressly modified herein, all terms and provisions of the Retention Plan shall remain unchanged
and in full force and effect. This Amendment shall not be deemed to prejudice any rights or remedies which any Party may now have or
may have in the future under or in connection with the Retention Plan or any of the instruments or agreements referred to therein, as
the same may be amended, restated or otherwise modified.


 


4.       Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal
laws of Canada applicable therein, which shall be deemed to be the proper law hereof. The Parties hereby attorn to and submit to the
jurisdiction of the courts of British Columbia.


 


5.       Counterparts.
This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such
counterparts shall together constitute one and the same instrument.


 


6.       Legal
Advice. Management acknowledge this Amendment has been prepared by the Company and that Management have had sufficient time to review
this Amendment thoroughly, including enough time to obtain independent legal advice concerning the interpretation and effect of this
Amendment prior to their execution. By signing this Amendment, Management represent and warrant that they have read and understood this
Amendment and that they execute them of their own free will and act.


 


[Signature
Page Follows]


 


 




    	  





    	 



    


 


IN WITNESS WHEREOF the Parties
have executed this Amendment as of the date and year first above written.


 


 


SILVER BULL RESOURCES, INC.


 


 


 


Per: /s/ John McClintock        


John
McClintock 


 


 





 


SIGNED,
SEALED AND DELIVERED:


 


 


/s/
Timothy Barry       


Timothy
Barry                                                                                             


 





 


/s/
Brain Edgar     


Brian
Edgar  


 


 


/s/
Christopher Richards    


Christopher
Richards


 


 


/s/
David Xuan    


David
Xuan