LICY Li Cycle Holdings Corp

GLENCORE LTD.,

a corporation existing under the laws of Switzerland having a branch office at 330 Madison Ave., New York, NY, U.S.A. 10017

Hereinafter called “Glencore”

LI-CYCLE HOLDINGS CORP.,

a corporation existing under the laws of the Province of Ontario having an address at 207 Queens Quay West, Suite 590, Toronto, Ontario, Canada M5J 1A7

Hereinafter called “Li-Cycle”

LI-CYCLE U.S. INC.

a corporation existing under the laws of the State of Delaware, U.S.A. having and address at 55 McLaughlin Road Rochester, NY, U.S.A. 14615

Hereinafter called “North America Seller”

LI-CYCLE EUROPE AG

a corporation existing under the laws of Switzerland having address at Neuhofstrasse 8, 6340 Baar, Switzerland

Hereinafter called “EMEA Seller”

LI-CYCLE APAC PTE. LTD.

a corporation existing under the laws of Singapore having an address at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896

Hereinafter called “APAC Seller”

(North America Seller, EMEA Seller and APAC Seller hereinafter collectively called the “Sellers”)

DEFINITIONS

ORDER OF PRECEDENCE & INTERPRETATION OF COMMERCIAL CONTRACTS

The relevant term in this Master Agreement;

The relevant term in the other Commercial Agreement;

CERTAIN RULES OF INTERPRETATION

References to any “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article, Section or Schedule to the applicable Commercial Agreement.

Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of any Commercial Agreements.

Where the word “including” or “includes” is used in any Commercial Agreement, it means “including without limitation” or “includes without limitation”.

Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

The language used in the Commercial Agreements is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Reference to: (i) any of the Commercial Agreements is to be construed as a reference to such Commercial Agreement, as it may be amended, modified, restated, supplemented or extended from time to time, and (ii) any other agreement is to be construed as a reference to that agreement as it may be amended, modified, restated, supplemented, extended, replaced or superseded from time to time.

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or a regulation or rule promulgated under a statute or to any provision contained therein includes the provisions of any statute, regulation, rule or provision which amends, supplements or supersedes any such statute, regulation, rule or provision from time to time.

Unless specified otherwise, in the Commercial Agreements, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Eastern Standard Time or Eastern Daylight Time, as applicable) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Eastern Standard Time or Eastern Daylight Time, as applicable) on the next Business Day.

Unless specified otherwise in the applicable Commercial Agreement, all statements or references to currency amounts in such Commercial Agreement are to U.S. Dollars.

References to a “party” in any of the Commercial Agreements means such party or its successors.

TERM

The term of the Amended and Restated Global Feed Sourcing Agreement commenced on May 4, 2022 and the term of the other Commercial Agreements commenced on August 1, 2022 (in each case, the “Start Date”), and the term of each of the Commercial Agreements will, unless earlier terminated in accordance with the termination provisions set forth herein, continue in full force and effect for a period ending on the later to occur of: (A) March 15, 2040, (B) ten (10) years from the Commercial Production Startup Date of (i) the European Hub or (ii) Li-Cycle’s next commercial Hub [XXX]; and (C) the date by which Li-Cycle has processed at the European Hub or Li-Cycle’s next commercial Hub [XXX], a minimum of [XXX] MT of Black Mass, [XXX] (such period, the “Initial Term”).

Notwithstanding Section 4(a), in the event the Parties and/or any of their respective Affiliates enter into any additional Commercial Agreements after the Start Date but during the Initial Term, then the Initial Term of such additional Commercial Agreements shall be deemed to commence on the start date set forth therein and end upon the end of the Initial Term as set forth in Section 4(a).

Following the Initial Term, the Commercial Agreements shall be renewed automatically on an evergreen basis for further periods of five (5) years each (each, a “Subsequent Term”), subject to the right of Li-Cycle to terminate all (but not less than all) of the Commercial Arrangements upon the conclusion of the Initial Term (or the then-current Subsequent Term, as applicable) by delivering written notice of non-renewal to Glencore at least 365 days prior to the end of the Initial Term (or the then-current Subsequent Term, as applicable); provided, however, that in the event Li-Cycle so elects to terminate the Commercial Arrangements, Li-Cycle shall pay Glencore, as Glencore’s sole and exclusive remedy with respect to the non-renewal and termination of the Commercial Agreements, a break-up fee (the “Break-Up Fee”) in an amount equal to five (5) times the Total Value, net of any applicable amounts then in dispute by any party to a Commercial Agreement, provided that, in the case of any such dispute, the Total Value and the Break-Up Fee will be re-calculated by the Independent Accountant upon the resolution of any such disputed amount in accordance with the terms of the applicable Commercial Agreement(s) and, if applicable, any (i) additional amount on account of the Break-Up Fee payable by Li-Cycle as a result of such re-calculation will be payable promptly by Li-Cycle to Glencore, and (ii) any amount on account of the Break Fee previously paid by Li-Cycle that is in excess of the Break Fee payable by Li-Cycle as a result of such re-calculation will be payable promptly by Glencore to Li-Cycle, in each case following any such resolution based on the amount(s) so re-calculated. For the avoidance of doubt, nothing in this Section shall be deemed to preclude Glencore or any of its Affiliates (as applicable) or Li-Cycle or any of its Affiliates (as applicable) from seeking, in accordance with the terms of this Master Agreement or any applicable Commercial Agreement, any other remedy for any breach by any other party to a Commercial Agreement which occurred prior to the termination of the Commercial Agreements.

For purposes of this Agreement, “Total Value” means the aggregate value of the following items in the twelve (12) month period (with the exception of clause (iv) below) immediately preceding the end of the applicable Term:

under the Amended & Restated Global Feed Sourcing Agreement, the Global Sourcing Fee;

under the Black Mass Off-Take Agreement, the Black Mass Marketing Fee and the Supplemental Black Mass Marketing Fee;

under the Black Mass Sourcing Agreement, the Black Mass Sourcing Fee;

under the Sulphuric Acid Supply Agreements, an amount equal to 10% of (a) the weighted average annual price per ton based on tonnage and price invoiced by Glencore for the supply of sulphuric acid during the three-year period immediately preceding the end of the applicable Term; multiplied by (b) the tonnage delivered during the twelve month period immediately preceding the end of the applicable Term;

under the End Products Off-Take Agreement, the End Products Marketing Fee and the Supplemental End Products Marketing Fee; and

under the By-Products Off-Take Agreement, an amount equal to 10% of the amount invoiced by Li-Cycle for the supply of by-products during such period.

The amount of the Total Value shall be determined as soon as practicable following the end of the applicable Term by an independent internationally recognized accounting firm jointly appointed by the Parties (in this Section, the “Independent Accountant”), which shall render a written determination to both Parties setting forth its calculations of the Total Value (but without providing any commercially sensitive data underlying such calculations). If requested by the Independent Accountant, each Party will permit the Independent Accountant to review such documentation of each Party as the Independent Accountant determines is reasonably necessary to make a determination of Total Value for purposes of this Agreement and the Independent Accountant will be instructed by each Party to maintain the confidentiality of all such documentation. All costs of the Independent Accountant incurred with respect to such determination will be borne equally by Glencore and Li-Cycle.

Subject to Section 4(c), Li-Cycle shall pay the Break-Up Fee to Glencore promptly following the Independent Accountant’s written determination of the amount of the Total Value.

TERMINATION

A Party may terminate all (but not less than all) of the Commercial Agreements immediately if the other Party (or any of its Affiliates which is party to any of the Commercial Agreements) (i) is liquidated or dissolved (other than as part of an internal reorganization pursuant to which the obligations of such other Party under the applicable Commercial Agreements are assumed by one or more of its Affiliates), (ii) has filed against it in a court of competent jurisdiction a petition for an order for relief in bankruptcy or liquidation or reorganization, and such petition is not dismissed within sixty (60) days, (iii) makes a general assignment for the benefit of creditors, (iv) has entered against it an order for relief under applicable

Either Party may terminate all (but not less than all) of the Commercial Agreements, in their entirety, if (A) the other Party or any of its Affiliates which is a party to any Commercial Agreement has committed a material breach of any obligation of the other Party or any of its Affiliates under a Commercial Agreement and such material breach has not been cured within 90 days after written Notice of such material breach (a “Notice of Material Breach”) is given by the terminating Party to the other Party, (B) following the expiration of such 90-day cure period, the Senior Representatives of the Parties have not resolved the Dispute on terms mutually acceptable to the Parties pursuant to Section 20(b) within the 60 day-period set forth in Section 20(b), and (C) the terminating Party has obtained a decision by binding arbitration pursuant to Section 20(c) that such material breach has occurred. The terminating Party shall give the other Party the opportunity to remedy the relevant breach or breaches; provided that if the breach or breaches are cured during such 90-day period or resolved by the Senior Representatives on terms mutually acceptable to the Parties pursuant to Section 20(b), then the notice of termination shall be deemed to have been withdrawn with no further effect.

Either party may terminate a Commercial Agreement immediately on Notice to the other Party where any delay in performing or failure to perform by the other Party or any of its Affiliates under such Commercial Agreement is due to an event of Force Majeure called under such Commercial Agreement and such failure to perform persists for a period of greater than 365 days from receipt of Notice of such event of Force Majeure from the non-performing Party or any of its Affiliates.

Each Party’s respective termination rights under this Section 5 shall be without prejudice to any other rights and remedies available to such Party (or its Affiliates, as applicable) under the Commercial Agreements or Applicable Laws with respect to any Insolvency Event or breach by the other Party (or its Affiliates, as applicable).

PREFERRED RECYCLING PARTNER STATUS

For the duration of the Term, with respect to go-forward opportunities in the lithium-ion battery recycling space that arise:

Glencore plc will recognize Li-Cycle as a preferred global recycling partner in the lithium-ion battery recycling space, including for processing available Feed and Black Mass; and

Glencore and Li-Cycle agree to discuss all material go-forward opportunities in the lithium-ion battery recycling space and to use commercially reasonable efforts to work together on such opportunities, recognizing that at times other solutions or technologies may be needed as appropriate.

The Parties’ respective obligations pursuant to Section 9(a)(i) shall be subject to compliance with Applicable Laws, including without limitation all Applicable Laws pertaining to competition and anti-trust matters.

EXPENSE REPORTING

REPRESENTATIONS AND WARRANTIES

Each Party represents to the other Party as of the date hereof (and each party that is party to any of the other Commercial Agreements shall be deemed to represent and warrant to the other party thereto as of the date of the relevant Commercial Agreement) that:

it is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, has full corporate power to carry on its business and to enter into and perform its obligations under this Master Agreement (or such other Commercial Agreements, as applicable), and it has taken all necessary corporate and other action and has obtained all necessary consents to authorize the execution, delivery and performance of, this Master Agreement (or other such other Commercial Agreements, as applicable), and this Master Agreement (or such other Commercial Agreements, as applicable), as executed and delivered, constitutes valid and legally binding obligations of such party in accordance with its terms, subject to the limitation of such enforcement by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law;

the execution, delivery and performance of this Master Agreement (or such other Commercial Agreements, as applicable) will not, to such party’s knowledge: (i) contravene any contractual restriction binding on it; (ii) result in any breach of or default under any agreement or other instrument to which it, or any of its assets, is subject; (iii) contravene any provision of the constitutional or corporate documents of, or applicable to, it, or (iv) contravene any Applicable Laws;

it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against it for its winding up or dissolution or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it, of any or all of each of their respective assets or revenues; and

it has all authorizations necessary to carry out its obligations under this Master Agreement (or such other Commercial Agreements, as applicable), to the extent such authorizations are required by Applicable Laws or any binding contractual commitment to which it is a party.

Each Party shall indemnify, defend and hold harmless the other Party and the other Party’s Affiliates and each of their respective directors, officers, employees, representatives and agents from and against all Losses incurred by the such indemnified parties arising out of or in connection with any breach of any representation or warranty of such Party contained in this Section 8.

Each party to each of the other Commercial Agreements shall indemnify, defend and hold harmless the other party to such other Commercial Agreements and such other party’s Affiliates and each of their respective directors, officers, employees, representatives and agents from and against all Losses incurred by such indemnified parties arising out of or in connection with any breach of any representation or warranty deemed to be made by such party in such other Commercial Agreement pursuant to this Section 8.

COMPLIANCE WITH LAWS

Each Party warrants, represents and undertakes to the other that, in connection with the subject matter of the Commercial Agreements, it, its Affiliates and its and their directors, officers, and to its knowledge, employees, agents, representatives and any other Person acting on its or their behalf:

have complied with, and, except as may be required by Applicable Laws (including the Foreign Extraterritorial Measures Act (Canada) and any orders issued thereunder), will comply with, all Applicable Laws, including, without limitation, Applicable Laws pertaining to sanctions, anti-bribery, anti-corruption and anti-money laundering and tax laws, in each case in all material respects; and

have not authorized, offered, promised, paid or otherwise given, and will not authorize, offer, promise, pay or otherwise give, whether directly or indirectly, any financial or other advantage to or for the use or benefit of any public official or any private individual (i) for the purpose of inducing or rewarding that Person’s improper performance of their relevant function in breach of appliable anti-bribery laws, or (ii) in a manner that would otherwise constitute a breach of any Applicable Laws.

Li-Cycle may, in its sole discretion, report any concerns relating to the conduct of Glencore in connection with the Commercial Agreements that breaches Glencore’s Code of Conduct or underlying policies to its contacts at Glencore or through Glencore’s “Raising Concerns Programme”, details of which are available at https://glencore.raisingconcerns.org/.

Li-Cycle shall comply with the Glencore Supplier Code of Conduct available at https://www.glencore.com/suppliers, as amended from time to time (the “Glencore Supplier Standards”), the terms of which are incorporated into the Commercial Agreements.

SANCTIONS

Each Party represents and warrants to the other Party as at the Execution Date and throughout Term that:

neither it nor any of its subsidiaries (collectively, the “Company”) or any of its or their respective directors, senior executives or officers, or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the subject matter of any of the Commercial Agreements, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”),

no Sanctioned Person has any beneficial or other property interest in any of the Commercial Agreements nor will have any participation in or derive any other financial or economic benefit from any of the Commercial Agreements; and

except as may be required by Applicable Laws (including but not limited to the Foreign Extraterritorial Measures Act (Canada) and any orders issued thereunder), it will not use, or make available, material or funds (as applicable) provided by the other party in terms of any of the Commercial Agreements (i) to fund or facilitate any activities or business of, with or involving any Sanctioned Country or Sanctioned Person in breach of Sanctions, or (ii) in any manner that would result in a violation of Sanctions, or (iii) for any activities or business that could reasonably result in the designation of the other Party as a Sanctioned Person (“Sanctionable Activity”).

A Party will not be in breach of this Section in respect of a Sanctioned Person where the relevant Sanctions are exclusively sectoral sanctions, meaning any Sanctions that do not freeze or block the assets and/or economic resources of a Person or comprehensively freeze or block making available funds or economic resources to such Person, but merely restrict the ability of certain individuals or entities to access financing or export or import equipment, goods, technology or services, including, for the, avoidance of doubt, the Sanctions imposed under the Sectoral Sanctions Identification List maintained by OFAC (“Sectoral Sanctions”) and where the relevant activity or business is permitted by those Sectoral Sanctions.

If a Party (or any of its Affiliates that are parties to a Commercial Agreement) becomes a Sanctioned Person or if a Party (or any of its Affiliates that are parties to a Commercial Agreement) has breached or will breach this Section (the “Defaulting Party”), then the other Party (or any of its Affiliates, as applicable) (the “Non-Defaulting Party”) may (without incurring any liability of any nature whatsoever) terminate or suspend all (but not less than all) or any part of the Commercial Agreements with immediate effect by notice to the Defaulting Party or take any other action it reasonably deems necessary in order for the Non-Defaulting Party to comply with applicable Sanctions or avoid Sanctionable Activity. The Defaulting Party shall be liable for any and all direct costs, liabilities and expenses whatsoever incurred by the Non-Defaulting Party due to the Non-Defaulting Party exercising its rights under this Section except to the extent that a court of competent jurisdiction has determined in a final judgement that the Defaulting Party was not properly a Sanctioned Person and/or did not breach this Section. Any exercise by the Non-Defaulting Party of its right under this Section shall be without prejudice to any other rights or remedies of the Non-Defaulting Party under the Commercial Agreements.

In addition, no party shall be obliged to perform any obligation required by the Commercial Agreements if to do so would, or could, result in a violation of, or be inconsistent with, any Sanctions, or expose such party to other Sanctions risks, including, without limitation, the risk of being designated as a Sanctioned Person.

FORCE MAJEURE

A party to a Commercial Agreement shall not be liable to any other party to such Commercial Agreement for any delay in performing or failure to perform any of its obligations under such Commercial Agreement (except for delay or failure to pay money when due) due to events of Force Majeure. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default under a Commercial Agreement or subject any party to a Commercial Agreement to liability for any resulting loss or damage. For the purpose of this Agreement, “Force Majeure” means any of the following events: war, blockade, revolution, riot, insurrection, civil commotion, strike, lockout, explosion, fire, flood, ice, storm, tempest, earthquake, pandemic, epidemic or similar health crisis, Applicable Laws, including prohibitions on export or import and/or prohibitions applying to a nominated or carrying vessel, or any other cause or causes whatsoever beyond the reasonable control of any party to a Commercial Agreement whether or not similar to the causes enumerated above.

Upon the occurrence of any event of Force Majeure, the party affected by the event of Force Majeure shall promptly give Notice to each other party to the applicable Commercial Agreement in writing of such event and shall specify in reasonable detail the facts constituting such event of Force Majeure and the expected duration of such event of Force Majeure. Where such Notice is not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under the applicable Commercial Agreement.

Each party to a Commercial Agreement will use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure.

Without limiting the generality of the foregoing, during an event of Force Majeure called by Glencore or any of its Affiliates under any Commercial Agreement, Li-Cycle and its Affiliates shall be free to sell or procure, as applicable, the materials subject to such Commercial Agreement(s) to or from, as applicable, any Third Party without any compensation to Glencore or any of its Affiliates and any amounts paid or received by Li-Cycle or any of its Affiliates to or from any such Third Party will not be taken into account for purposes of calculating Total Value; provided that such rights of Li-Cycle and its Affiliates shall be limited to the duration of the period during which Glencore or its applicable Affiliate is unable to perform due to such event of Force Majeure.

SURVIVAL

LIMITATION ON DAMAGES

CONFIDENTIALITY

PUBLIC ANNOUNCEMENTS & FILINGS

The Parties acknowledge that a Li-Cycle and/or Glencore (as applicable, the “Publicly Announcing Party”) may be required to publicly announce the execution of this Master Agreement (and/or one or more of the other Commercial Agreements) and to file a copy of this Master Agreement (and/or one or more of the other Commercial Agreements) as a material contract with applicable securities regulatory authorities, stock exchanges or other governmental authorities.

The Publicly Announcing Party agrees that, except as required by Applicable Laws, such public announcement or filings will not occur until:

the other Party has been provided with a reasonable opportunity to review and comment on the proposed public announcement or filings; and

the other Party has been provided with a reasonable opportunity to propose redactions of commercially sensitive information prior to such public announcement or filings.

NOTICES

All notices and other required or permitted communications (each a “Notice”) under this Agreement shall be in writing and shall be addressed as follows:

If to Glencore:

If to Li-Cycle or any of the Sellers:

In the event any of the Parties’ respective Affiliates are party to any of the Commercial Agreements, such Commercial Agreements may set forth additional addresses for notice to such Affiliates.

All Notices shall be given:

by electronic communication, capable of producing a printed transmission; or

by national or international courier service, as applicable.

All Notices (including electronic communication) shall be effective and shall be deemed given on the first date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next Business Day following receipt. Any change of address may be made by Notice to the other Parties.

GOVERNING LAW

CHANGES IN QUOTATIONS

RESOLUTION OF PRICING DISPUTES

To the extent mutual agreement regarding pricing cannot be met on (i) a Direct Purchase Agreement under the Black Mass Offtake Agreement, (ii) a Direct Purchase Agreement under the End Products Offtake Agreement, or (iii) under a Direct Purchase Agreement under the By-Products Offtake Agreement (other than with respect Copper Aluminum Shred, Copper Sulphide Residue, Partially Upgraded Cu/Al Fraction or Shredded Cu Fraction), in any such case, within a thirty (30) day period (a “Pricing Dispute”), either Party may by Notice to the other Party within five (5) days after the end of such thirty (30) day period refer the matter for determination by referee hereunder (“Referee Determination”). A referee (“Referee”) will be jointly appointed by the Parties within five (5) days after such Notice has been given. Any Person to be appointed Referee will be neutral and reputable, will have a good comprehension of the battery metal recycling and refining industry and the factors relevant to the issue to be determined and have experience in dispute resolution. No Person who directly or indirectly holds security interests in either of the Parties hereto or their respective Affiliates or has been employed by any Party or any of their respective Affiliates as an employee, consultant or otherwise (other than as a Referee) or is or has been in receipt of any income or benefit from either Party or their respective Affiliates during the five-year period preceding such time of intended appointment will be eligible to be appointed as a Referee. If the Parties are unable to agree on the appointment of the Referee by the end of such five (5) day period, then upon the request of either Party, the Referee will be promptly appointed by the AAA. All costs incurred with respect to such appointment will be borne equally by the Parties. The Parties acknowledge that for purposes of enforcement of the Referee’s decision hereunder, the Referee will function as a sole arbitrator and not as an expert.

Each of the Parties will submit its respective position to the Referee by delivering its respective statement of position in writing to the Referee no later than the 10th day following the date on which the Referee was appointed. Promptly after receiving the statements of both Parties, the Referee will transmit by electronic mail a copy of each Party’s statement to the other Party. Each Party may study the statement of the other Party and may deliver its respective rebuttal in writing to the Referee on or before the 5th day after receipt of the other Party’s statement.

Within twenty (20) days following the appointment of the Referee, the Referee will finally determine the issue by selecting one of the two positions submitted to the Referee, and will notify the applicable Parties of such determination and provide them with written reasons therefor and such selected position will prevail. In making such selection, the Referee will base its decision on any criteria set forth in this Agreement and the other Commercial Agreements applicable to the issue to be determined. If either Party fails, without reasonable cause as the Referee may determine, to deliver its respective statement of position to the Referee by the deadline set forth for such purpose in Section 19(b) above, the Referee will promptly after such deadline finally determine that the sole position submitted to it will prevail. Any decision of the Referee will be final and binding on the Parties and each other party to the applicable Commercial Agreements and not subject to arbitration hereunder or to any other review or appeal and, where applicable, will apply retroactively to the period for which the Parties were to have reached agreement.

If an issue is determined by Referee, the Party (i) whose position was not selected by the Referee or (ii) who failed to deliver its statement of position to the Referee by the deadline set forth in Section 19(b) above, will bear all costs incurred with respect to the services of Referee in such issue unless otherwise specifically determined by the Referee. In the event that the Parties reached agreement on a matter after it has been submitted to the Referee but before the Referee’s decision, all costs incurred with respect to the services of Referee in connection with that issue will be borne equally by the Parties.

DISPUTE RESOLUTION

The Parties shall use commercially reasonable efforts to settle amicably any and all disputes, controversies, conflicts and claims among the Parties arising out of or relating to or in connection with the Commercial Agreements, the performance, non-performance or timely performance of the obligations set forth herein and therein or any asserted breach hereof or thereof (including any questions regarding the existence, validity, interpretation, enforceability or termination of any Commercial Agreement as well as any tort claims arising out of any Commercial Agreement) (each such claim, a “Dispute”); provided that, (i) neither Party shall have any obligation under the foregoing provisions of this Section 20(a) or Section 20(b) in respect of any termination of the Commercial Agreements pursuant to Section 5(a) (bankruptcy/insolvency), Section 5(c) (force majeure) or Section 10(c) (sanctions), and (ii) for the purposes of Section 5(b) (alleged material breach), (A) the respective obligations of a non-breaching Party (which shall include such Party’s Affiliates) under this Section 20(a) shall terminate concurrently upon the expiration of the 90-day period set forth in Section 5(b), and (B) nothing in this Section 20(a) or in Section 20(b) shall impose any obligation on such non-breaching Party or any of its Affiliates to assist the other Party or any of its Affiliates in curing any breach of a Commercial Agreement by such other Party or any of its Affiliates, including any obligation to, directly or indirectly, take any action, assume any obligation or incur any expense (or, in each case, agree to do so); and (iii) in any event, the provisions of Section 20 are without prejudice to the rights of a Party to terminate this Agreement in accordance with the terms of Section 5 or Section 10(c), as applicable.

Subject to Section 20(a), any Dispute which remains unresolved shall be referred by either Party to the Chief Executive Officer and/or Executive Chair of Li-Cycle, in the case of Li-Cycle, and the Head of Recycling and/or Head of Marketing for Copper and Cobalt at Glencore, in the case of Glencore (such individuals, the “Senior Representatives”), by written Notice setting out in reasonable detail the nature and scope of the Dispute (an “Escalation Notice”), or in the case of a Notice of Material Breach, a copy of such Notice of Material Breach. Following such referral, the Senior Representatives shall meet to discuss the Dispute and seek to settle amicably the Dispute as between the Parties. In the event that the Senior Representatives are unable to settle amicably such Dispute, the notifying Party may refer the Dispute to binding arbitration pursuant to Section 20(c), within the timelines set forth below. In the case of a Party seeking to terminate the Commercial Agreements pursuant to Section 5(b), such Party may, following the expiration of the 90-day period set forth in Section 5(b), and a subsequent sixty (60) day period for resolution by the Senior Representatives under this Section 20(b), commence a binding arbitration pursuant to Section 20(c) to determine whether any alleged material breach constitutes grounds for termination of all of the Commercial Agreements pursuant to Section 5(b). In the case of all other Disputes, a Party may commence a binding arbitration pursuant to Section 20(c) if the Senior Representatives have been unable to settle amicably such Dispute under this Section 20(b) with sixty (60) days of issuance of an Escalation Notice.

Any Dispute shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules then in effect, by a panel of three arbitrators. Each of the parties to the applicable Commercial Agreement (in such capacity, the “Disputing Parties” and each of them individually, a “Disputing Party”) shall select one arbitrator and the two selected arbitrators shall select a third arbitrator to complete the panel. If the two selected arbitrators cannot agree upon a third arbitrator, then the AAA shall appoint the third arbitrator. The arbitration shall take place in the City of New York, New York. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing, as follows: (i) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated; (ii) depositions of all party witnesses; and (iii) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitral panel shall be required to provide in writing to the Parties the basis for the award or order of such arbitral panel, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs in connection with any arbitration hereunder. Nothing herein shall prevent a Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect such Party’s rights. The Parties acknowledge and agree to refrain from unreasonably delaying the completion of any arbitration process commenced hereunder in respect of any Dispute, provided that the foregoing shall not be deemed to limit either Party’s right to adequately prosecute and/or defend any claims brought by or against such Party in any such arbitration process.

In the event there is a controversy or claim under one Commercial Agreement, and simultaneously a controversy or claim under another Commercial Agreement, then either Party may make a motion or other written request to the arbitral panel to join the proceedings relating to such controversies or claims into a single proceeding, and if such controversies or claims are reasonably related to each other such that administrative economy and/or fairness would be served by joining such proceedings into a single proceeding, then the arbitral panel shall grant such motion or other request.

SUCCESSION AND ASSIGNMENT; DELEGATION

No party to a Commercial Agreement may assign any of the Commercial Agreements to which it is a party or any its rights or obligations thereunder, either in whole or in part, without the express written consent of, in the case of Glencore or any of its Affiliates, Glencore, and, in the case of Li-Cycle or any of its Affiliates, Li-Cycle, not to be unreasonably withheld. Each of the Commercial Agreements shall be binding upon, inure to the benefit of, and be enforceable by the applicable parties thereto and their respective successors and permitted assigns.

Notwithstanding subsection (a) above, each Party shall be entitled to appoint at its sole cost and expense such agents as it deems appropriate and delegate to them the whole or part of its obligations or duties under any of the Commercial Agreements, provided that:

no such obligation or delegation shall in any way diminish or relieve the appointing Party of its obligations under the applicable Commercial Agreement; and

such agent is an Affiliate of the appointing Party.

For the avoidance of doubt, as of the Effective Date, Li-Cycle conducts its commercial business through the Sellers, who (among other things) acquire Feed and/or Black Mass; process Feed at the Spokes; process Black Mass at the Hubs; and sell the resulting Black Mass, End Products, By-Products and Other By-Products. In the event that any other Affiliate of Li-Cycle becomes engaged in the business of producing Black Mass, End Products, By-Products and/or Other By-Products for its own account, then Li-Cycle shall cause such other Affiliate to become party to this Agreement and the other applicable Commercial Agreements and to be designated as a Seller thereunder, on the terms set forth therein, mutatis mutandis, for the balance of the Term.

ENTIRE AGREEMENT AND AMENDMENT

RELATIONSHIP OF THE PARTIES

WAIVER

SEVERABILITY

NO THIRD-PARTY BENEFICIARY RIGHTS

COUNTERPARTS AND ELECTRONIC EXECUTION

RELATIONSHIP TO MASTER AGREEMENT

This Agreement is governed by and subject to the terms and conditions of the Amended and Restated Master Commercial Agreement dated October 30, 2024, by and among Glencore, Li-Cycle and the Sellers (the “Master Agreement”), which is incorporated herein by reference. In the event of any conflict between this Agreement and the Master Agreement, the relevant provision of the Master Agreement will prevail, unless this Agreement expressly states the provisions of the Master Agreement that it is intended to supersede. This Agreement is intended by the Parties to be a Commercial Agreement within the meaning of the Master Agreement.

DEFINITIONS

In this Agreement, any capitalized term not defined herein and defined in the Master Agreement has the meaning given to such term in the Master Agreement. In addition, the following terms have the following meanings:

Any other abbreviations used in this Agreement will be as per the usual standard of the industry.

For greater certainty, all references to the Spokes and the Hubs in this Agreement include both those Spokes and Hubs existing as of the Execution Date and those that may be constructed in the future.

SCHEDULES & APPENDICES

The following Schedule is attached to and forms part of this Agreement:

The following Appendices are attached to and form part of this Agreement:

PURCHASE AND SALE

During the Term, on the terms and conditions set forth herein, the Sellers hereby agree to sell to Glencore and/or its Affiliates, and Glencore hereby agrees to purchase (and/or to cause its Affiliates to purchase) from the Sellers, 100% of the Glencore Committed By-Products; provided that the Sellers may sell to any Third Party any Glencore Committed By-Products that are rejected or refused by any Buyer, without any further obligation or liability to Glencore or any Buyer pursuant hereto or otherwise with respect to the sale of such Glencore Committed By-Products.

Where the Sellers identify any Other By-Products that Sellers wish to offer for sale, the Sellers and Glencore shall in good faith discuss and seek to mutually define applicable commercial terms for the purchase and sale of such Other By-Products, provided that nothing hereunder shall create an obligation on Glencore or any of its Affiliates to purchase such Other By-Products.

For the avoidance of doubt, Glencore is entitled to designate any of its Affiliates as a buyer hereunder and any Affiliate so designated by Glencore in writing to act, and that acts, as a buyer hereunder shall be an express third-party beneficiary of this Agreement.

VOLUME & DELIVERY OF GLENCORE-COMMITTED BY-PRODUCTS; COOPERATION ON SCHEDULING

the Sellers shall advise Glencore of the volume of each of the Glencore-Committed By-Products expected to be available for sale to Glencore hereunder during the next rolling 12-month period; and

the Sellers and Glencore shall seek to mutually agree on the applicable delivery schedule for the Glencore Committed By-Products to be sold hereunder for such calendar quarter, including the number of shipments and the allocation of volume among such shipments.

MATERIAL COMMERCIAL TERMS OF GLENCORE COMMITTED BY-PRODUCTS

The material commercial terms for the sale and purchase of Glencore Committed By-Products (including specifications and pricing and to the extent not covered within this Agreement) (the “Material Commercial Terms”) are as follows:

during the Initial Term, for Copper Aluminum Shred and Partially Upgraded Cu/Al Fraction, the applicable Material Commercial Terms shall be in accordance with Appendix “A”, except to the extent that Section 6.1.7 below is applicable;

during the Initial Term, for Shredded Cu Fraction, the applicable Material Commercial Terms shall be mutually agreed by the Sellers and Glencore pursuant to Section 7;

during the Initial Term, for Copper Sulphide, the applicable Material Commercial Terms shall be in accordance with Appendix “B”;

during the Initial Term, for Graphite Concentrate, the applicable Material Commercial Terms shall be mutually agreed by the Sellers and Glencore pursuant to Section 7;

during the Initial Term, for Sodium Sulphate, the applicable Material Commercial Terms shall be mutually agreed by the Sellers and Glencore pursuant to Section 7;

during each Subsequent Term, for the Glencore-Committed By-Products, the applicable Material Commercial Terms shall be mutually agreed by the Sellers and Glencore pursuant to Section 7;

during the Initial Term for Copper Aluminum Shred and Partially Upgraded Cu/Al Fraction from North America-Based Spokes (November 1, 2022 to October 31, 2025), the applicable Material Commercial Terms shall be in accordance with Appendix “C”; and

during the Initial Term for MHP from the Rochester Hub, the applicable Material Commercial Terms shall be in accordance with Appendix “D”.

Notwithstanding anything to the contrary herein, the Material Commercial Terms for any Glencore-Committed By-Product shall provide that, should any such Glencore-Committed By-Product sold hereunder have a negative value, then the handling and disposal costs incurred by Buyer, if any, for such Glencore Committed By-Products (acting in the ordinary course of business and in the same manner that it would when handling and disposing of its own products) will be [XXX].

DETERMINATION OF MATERIAL COMMERCIAL TERMS

Glencore and Li-Cycle shall act in good faith to mutually define the applicable Material Commercial Terms contemplated in Sections 6.1.2 (Shredded Cu Fraction), 6.1.4 (Graphite Concentrate), 6.1.5 (Sodium Sulphate), and 6.1.6 (Subsequent Terms) prior to the date that is 60 calendar days prior to the commencement of the term for the supply of the applicable Glencore-Committed By-Products or Other By-Product (“Negotiation Deadline Date”) and shall convene no later than [XXX] to discuss and seek to mutually agree upon the applicable Material Commercial Terms. Any Material Commercial Terms mutually agreed by Glencore and Li-Cycle (whether prior to the Negotiation Deadline Date or afterwards) shall constitute the applicable Material Commercial Terms for the purposes of Sections 6.1.2 (Shredded Cu Fraction), 6.1.4 (Graphite Concentrate), 6.1.5 (Sodium Sulphate), Section 6.1.6 (Subsequent Terms) and any Other By-Products.

The Parties acknowledge and agree that, where (i) any Glencore-Committed By-Products or Other By-Products have not previously been sold by Seller to Buyer or (ii) any Glencore-affiliated or Third Party receiving smelter or processing facility for any Glencore-Committed By-Product or Other By-Product does not have an approved evaluation on file or requires an updated evaluation for such Glencore-Committed By-Product or Other By-Product pursuant to such receiving smelter’s or processing facility’s policies, the Seller shall, as soon as practicable following Buyer’s request, provide a sample of such Glencore-Committed By-Products or Other By-Products for Buyer’s (or such Third Party’s) evaluation purposes. Based on Buyer’s (or such Third Party’s) evaluation of any Other By-Products, Buyer shall notify Seller whether or not it is interested in continuing discussions regarding the purchase of such Other By-Products.

If any Material Commercial Terms for any applicable Glencore-Committed By-Products or Other By-Product have not been mutually agreed by the Negotiation Deadline Date in accordance with Section 7.1, or if Buyer has indicated that it is not interested in continuing discussions regarding the purchase of certain Other By-Products, then, and only then, may Sellers sell the applicable Glencore-Committed By-Products or Other By-Products to a Third Party, subject to [XXX].

[XXX].

[XXX].

BY-PRODUCT SALE AGREEMENTS

Glencore shall be the off-taker for the Glencore-Committed By-Products and any Other By-Products sold hereunder. The sale or other treatment of the Glencore-Committed By-Products and Other By-Products will be determined by the Parties as follows:

Sellers and Glencore may mutually agree that a Buyer will purchase Glencore-Committed By-Products and Other By-Products from the Sellers as principal, pursuant to a purchase agreement with the Sellers on terms and conditions consistent with this Agreement and otherwise as mutually agreed by the Parties, including as to the characteristics of the Glencore-Committed By-Products and Other By-Products, product warranties with respect thereto, treatment of any Off-Spec By-Products, and pricing and payment terms (such agreements, the “By-Product Sale Agreements”).

If either the Buyer or the applicable Seller determines, acting reasonably pursuant to its own analysis, that any delivery of Glencore-Committed By-Products or Other By-Products does not meet the specifications agreed by the Parties under the applicable By-Product Sale Agreement in any respect (“Off-Spec By-Products”), then the Party making such determination shall promptly notify the other Party. The Seller covenants and agrees to notify the Buyer in writing prior to shipment if all or any identifiable portion of the Glencore-Committed By-Products or Other By-Products pursuant to a By-Product Sale Agreement is an Off-Spec By-Product, in which case Buyer reserves the right to reject such Off-Spec By-Products prior to actual shipment thereof. In case Seller fails to inform Buyer prior to shipment and it appears thereafter upon Buyer’s inspection that the applicable Glencore-Committed By-Product or Other By-Product is an Off-Spec By-Product, Buyer shall have the right to reject such material as set out in Section 8.1.3.

Buyer reserves the right, in its sole and exclusive discretion, to reject and return any Off-Spec By-Products. Seller accepts and agrees that Buyer may conduct sampling and analysis prior to Buyer’s acceptance of the Glencore-Committed By-Products or Other By-Products. Seller further accepts and agrees that Glencore-Committed By-Products or Other By-Products may be shredded, reduced in quantity and/or change shape, size or form for analytical purposes and that Buyer shall thereafter have the right to refuse Glencore-Committed By-Products or Other By-Products which, in Buyer’s sole and exclusive discretion, constitute Off-Spec By-Products. If no such remedy is reached, then Seller shall forthwith upon receipt of written notice from Buyer suspend further shipments of the Glencore-Committed By-Products or Other By-Products to Buyer immediately and rejected materials shall be promptly picked up by Seller, unless otherwise agreed in writing by Buyer.

Off-Spec By-Product which is refused by Buyer shall be returned to the Seller and any and all cost arising out of such refusal and return shall be for Seller’s account. The Seller shall provide written instructions to Buyer detailing the Seller’s arrangements for return of the refused Off-Spec By-Product within [XXX] of the date on which Buyer refused the Off-Spec By-Product. If the Seller does not notify Buyer within [XXX], then Buyer is hereby authorized by the Seller to take action as it considers appropriate for handling the refused Off-Spec By-Product including returning, stockpiling, or otherwise removing such refused Off-Spec By-Product or treating the refused Off-Spec By-Product on such basis as Buyer may determine, and the Seller hereby consents to such actions and agrees to undertake whatever further action may be required to give effect to Buyer’s decision respecting the refused Off-Spec By-Product. Any losses, charges, expenses and/or liabilities incurred by Buyer with respect to such refused Off-Spec By-Product including any handling, stockpiling, transportation, treatment, disposal and other charges shall be for the Seller’s account.

Glencore may, in its discretion, either consume the Glencore-Committed By-Products or Other By-Products at a facility owned or operated by Glencore or on-sell such Glencore-Committed By-Products or Other By-Products as principal pursuant to an on-sale agreement between Buyer and a Third Party (a “Customer Contract”).

Subject to Section 8.2, in the event Glencore determines to on-sell such Glencore-Committed By-Products or Other By-Products pursuant to a Customer Contract, Glencore shall give due consideration to the placement of such materials with facilities and Customers which can consume such materials, recover resources from such materials that may be re-inserted into the global supply chain, or otherwise treat such materials in an environmentally sustainable manner, it being acknowledged that the foregoing shall not preclude Glencore from considering economic and other factors in its sole discretion.

DELIVERY & SHIPMENT

All Glencore-Committed By-Products and Other By-Products sold hereunder shall be delivered by the applicable Sellers to Buyer at the applicable Spoke or Hub EXW, DAP or DDP (Incoterms^® 2020), as set forth in the Appendices to this Agreement or as otherwise mutually agreed by the Parties.

All Glencore-Committed By-Products and Other By-Products will be packaged in accordance with all applicable laws and regulations and adjusted as necessary (subject to compliance with such laws and regulations) according to Buyer and/or Customer requirements (including for packaging in a manner suitable for maritime transport, if applicable), and in accordance with any other packaging requirements set forth in the applicable By-Products Sale Agreement.

INCOTERMS^®

NOTICES

Li-Cycle:

North America Seller:

EMEA Seller:

APAC Seller:

Glencore:

TERM AND TERMINATION

This Agreement begins on the Start Date and continues for the Term, both as defined in the Master Agreement.

[XXX].

The Parties’ respective rights to terminate this Agreement shall be exclusively governed by the Master Agreement.

If this Agreement expires or is terminated and a By-Products Sale Agreement is then outstanding and not terminated, then this Agreement will continue to apply to such By-Products Sale Agreement until the Parties have satisfied their respective obligations thereunder.

COUNTERPARTS AND ELECTRONIC EXECUTION:

/s/ Kunal Sinha

/s/ Ajay Kochhar

/s/ Alan Ferguson

/s/ Elewout Depicker

/s/ Dawei Li

Traxys North America LLC

a limited liability company organized under the laws of the State of Delaware, U.S.A.,
Hereinafter called “Buyer” or “Traxys”

Li-Cycle U.S. Inc.

a corporation organized under the laws of the State of Delaware, U.S.A.,
Hereinafter called “Seller”

Li-Cycle Inc.

a corporation organized under the laws of the State of Delaware, U.S.A.,
Hereinafter called “SpokeCo”

(each, a “Party” and collectively, the “Parties”)

Li-Cycle Holdings Corp. (NYSE: LICY) (“LICY”), through its indirect, wholly-owned subsidiaries, including Seller and SpokeCo, has been developing a network of lithium-ion battery recycling pre-processing facilities in North America (collectively, and wherever located in North America, the “North American Spokes”).

The North American Spokes are designed to process lithium-ion battery manufacturing scrap and other lithium-ion battery materials (including damaged/defected or recalled units and end-of-life batteries) (collectively, “Feed”) into unrefined “black mass” product, containing (among other things) lithium, cobalt and nickel material (“Black Mass” or “Material”), having the specifications set out below.

The Material produced at the North American Spokes is principally intended to supply Li-Cycle’s planned North America Commercial Hub, to be located near Rochester, New York (the “Rochester Hub”), having a nameplate annual processing capacity of 35,000 tonnes per annum of Black Mass.

This BLACK MASS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement (the “Agreement”) sets forth the terms on which Seller shall sell, and Traxys North America LLC (“Buyer” or “Traxys”) shall purchase, 100% of Seller’s Black Mass produced at the North American Spokes, other than such Black Mass that Seller determines (in its sole and absolute discretion, subject to clause 1.1) is required for its internal purposes (including processing or inventory-building for eventual processing) at the Rochester Hub or any other Commercial Hub that may be developed by the Seller in future (“Internal Purposes Material”) (such Material, other than Internal Purposes Material, collectively, the ”Traxys Committed Black Mass”), for on-sale by Traxys to Traxys’ third-party end customers (“Customers”) on a global basis.

This Agreement amends, restates and supersedes the BLACK MASS – Amended and Restated Marketing, Logistics and Working Capital Agreement between Traxys and Li-Cycle Americas Corp. dated as of December 15, 2021, as amended by the Assignment and Assumption Agreement – Traxys Black Mass Agreements dated as of July 1, 2023, as further amended by the letter agreement dated March 25, 2024 (collectively, the “Original Agreement”), effective as of November 1, 2024 (the “Effective Date”).

This Agreement (including, but not limited to, the obligations of Traxys under clause 4 hereof) is subject to the terms of the North America Black Mass & Refined Products Allocation Agreement dated March 25, 2024 (the “Allocation Agreement”) among LICY, Seller, SpokeCo, Li-Cycle North America Hub Inc., Traxys and Glencore Ltd., pursuant to which Buyer has waived its rights to 50% of the Traxys Committed Black Mass solely to permit Seller to sell such Black Mass directly to Glencore, in consideration of certain fees payable to Buyer, subject to and on the terms and conditions set forth therein.

The Parties have entered into a separate amended and restated agreement with regard to the sale and purchase of certain refined products produced at the Rochester Hub (i.e., the REFINED PRODUCTS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement of even date herewith, the “Refined Products Agreement”), which will also be effective as of the Effective Date, and nothing herein shall affect the rights or obligations of the Parties under such separate agreement.

NORTH AMERICAN SPOKE OPERATIONS: QUANTITY OF BLACK MASS TO BE DELIVERED

North American Spoke Operations: Traxys acknowledges and agrees that all decisions concerning North American Spoke operations and the timing and quantity of Black Mass available for sale shall be made by the Seller, in its sole and absolute discretion. Specifically, Seller may determine that some or all of its Black Mass production is Internal Purposes Material, thus reducing the quantity of Black Mass available for sale to Buyer under this Agreement. For greater certainty, however, after the start-up of operations at the Rochester Hub, where Seller has Traxys Committed Black Mass, Seller shall continue to make 100% of such Black Mass available for sale under the terms of this Agreement and the Allocation Agreement. For the avoidance of doubt, Internal Purposes Material shall not be made available to Glencore Ltd. or other third party pursuant to the Allocation Agreement or otherwise.

Quarterly Forecast: At least three months prior to the start of each calendar year (i.e., by October 1, 2024 in respect of 2025), and at least 15 calendar days prior to the start of each calendar quarter, beginning with the third calendar quarter of 2024, Seller shall notify Buyer of the volume and specifications of Black Mass expected to be: (a) produced, (b) designated as Internal Purposes Material, and (c) designated as available for sale under the terms of this Agreement and the Allocation Agreement, quarterly, on a rolling 12-month basis.

QUALITY & SPECIFICATIONS OF BLACK MASS

The Seller expects the Black Mass to have the following approximate specifications, and be otherwise free of deleterious elements and non-radioactive (the “Specifications”):

Property

[XXX]

[XXX]

[XXX]

[XXX]

[XXX]

[XXX]

[XXX]

If Black Mass produced by the Seller does not meet the Specifications (“Off-Spec Black Mass”), then the Buyer and the Seller will work out a mutually agreeable solution. If the Parties are unable to agree on a solution, then the Off-Spec Black Mass will be deemed rejected and (where required) the Seller shall promptly pick up the rejected Black Mass and ship it back to the Seller at the Seller’s expense. Any Black Mass rejected by a Customer due to a quality claim and returned to the Buyer shall also be treated as “Off-Spec Black Mass” hereunder. For purposes of this Agreement and the Allocation Agreement, any Off-Spec Black Mass that is deemed rejected pursuant to this clause 2.2 shall be deemed to have not been made available to Traxys.

The Black Mass shall fully conform to REACH and/or IMO code and/or UN standards of safe practice for cargoes - whichever are applicable depending on the location of the relevant Customers.

Any changes in typical assays shall be communicated by Seller to Buyer in a timely manner.

All claims of Customers or other third parties arising from the Black Mass or the use thereof, including claims, liabilities and obligations relating to specifications and quality of the Black Mass under the terms of any Customer Contracts, shall be for the sole risk and account of Seller, provided that Seller shall not be obligated to pay the amount of any such claims pursuant to this clause 2.5 to the extent such amount has been deducted pursuant to clause 8 (Payment) as Transaction Costs pursuant to clause 4.10.6.

TERM

MARKETING ARRANGEMENTS & FEES; COOPERATION AND TRANSPARENCY

Title: Traxys shall be the off-taker and pay and take title to the Traxys Committed Black Mass as principal and sell the Traxys Committed Black Mass to Customers as principal. The payment collections and credit risk shall remain with Traxys (subject to clause 4.3).

On-Sale to Customers: Traxys will handle sales and/or marketing of the Black Mass in the various possible global markets. The terms and conditions, contracts, and agreements with Customers for the sale of Material (each, a “Customer Contract”) shall be made in transparency to Seller and said terms will be agreed with Seller in advance of such sales being concluded.

Customer Credit: The Parties acknowledge that Traxys has not and shall not be required in any case to enter into, and without the Seller’s prior consent shall not enter into, any Customer Contract with payment terms of greater than 90 days. Seller acknowledges that Traxys’ extension of credit to a Customer under any Customer Contract shall be subject to the continuing approval of such Customer’s creditworthiness by Traxys, which approval shall be determined by Traxys in its sole and absolute discretion, provided that Traxys shall promptly notify Seller in writing in the event Traxys withdraws its approval of a Customer’s creditworthiness at any time during the term of a Customer Contract.

International Sales: To the extent that the Customer for a particular sale of Material is not located in North America, the Buyer may, prior to effecting any such sale, designate an affiliate of the Buyer that is located in or serving the Customer’s region to transact the sale of such Material on the terms set forth in this Agreement (mutatis mutandis). For example, sales of Materials to Customers in the Europe, the Middle East and Africa (EMEA) region may be directed to be made to the applicable Traxys affiliate, and sales of Materials to Customers in the Asia Pacific (APAC) region may be directed to be made to the applicable Traxys affiliate.

Customer Enquiries: Seller shall refer all customer inquiries to Traxys in relation to the Traxys Committed Black Mass and, except for sales to Glencore under the terms of the Allocation Agreement, Seller confirms that all sales of Materials shall be made through Traxys and that Seller shall not sell Material directly to Customers without Traxys’ prior written approval.

Sanctions Compliance: Traxys covenants and agrees that it shall not knowingly sell Traxys Committed Black Mass to any person who is a Sanctioned Person. For the purposes of the foregoing, a “Sanctioned Person” shall mean any person that: (i) is sanctioned under any economic or trade sanction, regulation, statute or official embargo measure imposed by the United Nations or the laws of the United States of America, the European Union, the United Kingdom, Australia or Canada; and (ii) includes any person named in the “Specially Designated Nationals and Blocked Persons” list maintained by the United States Department of the Treasury or any similar or equivalent list maintained by the government of any country listed above in (i). Traxys represents that all Customers will be subject to Traxys’ customary KYC review, which includes checks of publicly available lists of Sanctioned Persons.

Logistics: Traxys will handle logistics globally and shall execute all contract handling and shipping matters at cost for the Seller.

Working Capital Facility: Where requested in writing by Seller not less than 30 days before delivery of Materials to Buyer hereunder, Traxys shall provide Seller with transactional financing with respect to Materials delivered to Traxys hereunder pursuant to the provisional payments contemplated by clause 8.1 and clause 8.2 (the “Working Capital Facility”). Traxys may charge interest to Seller (the “WCF Interest”) on the amount of each such provisional payment made by Traxys to Seller pursuant to the Working Capital Facility, calculated for the period: from (A) the date on which such provisional payment is made to Seller in accordance with clause 8.1 and clause 8.2, to (B) the Final Payment Date (as defined in clause 8.4).

WCF Interest Rate: WCF Interest on the amount of each provisional payment shall accrue daily at a rate equal to SOFR (or if SOFR is not available, a mutually agreed upon replacement reference rate), plus [XXX]% per annum (the “WCF Interest Rate”), calculated on the basis of a 365-day or 366-day, as applicable, year. WCF Interest shall be calculated by Traxys, shown on the final invoice prepared by Traxys and deducted from the final payment to Seller pursuant to clause 8.3. The WCF Interest rate shall be adjusted from time to time to reflect Traxys’ cost of capital, as agreed by Seller (acting reasonably). For the purposes hereof:

“SOFR” means the forward looking secured overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator thereof) for three-month term tenors in effect as of the date that is two U.S. Government Securities Business Days prior to the date on which such provisional payment is made or, if such rate is not published on such date, on the first immediately preceding U.S. Government Securities Business Days on which such rate is published; and

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Marketing Fee: Traxys shall be paid a marketing fee (“Marketing Fee”) for 100% of Traxys Committed Black Mass equal to [XXX] of the Customer Final Price (as defined below).

Transaction Costs: “Transaction Costs” means all costs, losses or damages reasonably incurred by Traxys in relation to the purchase, transportation, transactional financing and sale of the Material to Customers, including inter alia:

Costs associated with the transportation of the Material, including inter alia all freight, demurrage, dead freight, charter hire and any other sums due pursuant to any charter of any vessel engaged in the carriage of the Material, together with costs of inspection of the carrying vessels;

Port costs at both loading and discharge port;

Costs of inspection, supervision and testing/analyzing of the Material;

Costs of insurance [XXX];

Taxes, duties or other sums, whether levied against the Material, the freight or otherwise;

Losses, claims, damages or expenses incurred or paid to Customers or other third parties in respect of the Material, including claims relating to specifications and quality of the Material, or its transportation or use, and including legal expenses incurred in defending or bringing such claims;

Hedging costs and expenses, if hedging is requested by Seller or required by Buyer;

Finance charges in respect of all sums paid by the Buyer, including fees and expenses in relation to any letters of credit; and

Any other relevant costs and expenses attributable to the sale of the Material.

Expense Report: All Transaction Costs deducted under clause 8 (Payment), must be supported by the delivery to the Seller of an expense report (“Expense Report”), together with the final payment made to Seller in accordance with clause 8 (Payment), which Expense Report shall set out in reasonable detail the determination of each of the Transaction Costs deducted by Traxys, and shall include copies of all relevant receipts, invoices and other forms of documents evidencing such Transaction Costs.

Objection to Expense Report: Within 30 days after the receipt of an Expense Report, Seller may object to any of the Transaction Costs described in such Expense Report on the basis that such expenses are not authorized to be deducted under the terms of this Agreement, by notifying Traxys in writing of the basis of such objection in reasonable detail. Thereafter, Seller and Buyer shall use their best endeavors to settle the matter, including by consulting and negotiating with each other to reach a resolution satisfactory to each such Party, failing which, either of Seller and Buyer may refer such dispute for resolution in accordance with clause 18 (Dispute Resolution) after a period of 30 days from the date Seller and Buyer first met to resolve such matter. Any objection by Seller hereunder shall not relieve Buyer or Seller, as applicable, from making final payment in accordance with clause 8 hereof, and any adjustment arising from such objections shall be paid promptly after such objection is resolved.

RESERVED

DELIVERY & SHIPMENT

Documentation proving release from Seller to Buyer of the Material including inter alia:

Holding and Title Certificate issued by Seller to Buyer’s order; or

Truck or railway bills of lading provided by Buyer;

Seller’s provisional commercial invoice (where Seller has elected to use the Working Capital Facility) or pro forma invoice (where Seller has not elected to use the Working Capital Facility) in any case to be delivered not later than one day from delivery date;

Seller’s certificate of origin;

Seller’s provisional weights and assays certificates indicating all metal contents on a lot-by-lot basis;

Packing lists issued by the Seller, showing net quantity per unit of packing;

Safety Data Sheet (SDS); and

Any other required documents as requested by Buyer for the safe domestic and international transport and handling of the Materials that are customarily the responsibility of a seller in accordance with EXW (Incoterms^® 2020) (together, “Title Documents”).

PRICE

Benchmark Prices:

the lower of (a) LME Official Cash Buyer Nickel Price and (b) LME Official 3-Month Buyer Nickel Price, in each case as expressed in US$ per MT, published in Fastmarkets within the table “London Metal Exchange High, Low, and Average

“Cobalt Standard Grade, in-whs Rotterdam, $/lb” Low Quotation Price (expressed in US$ per MT) published in Fastmarkets

Final Price:

Provisional Price:

Where the Material has been sold forward by Traxys to a Customer at the time of delivery to Traxys:

If the Customer Final Price for the shipment for sale to the Customer is known at the time of delivery to the Buyer, then the provisional price will be the Customer Final Price. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price; provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract; and

If the Customer Final Price for the shipment for sale to the Customer is unknown at the time of delivery to the Buyer, then the provisional price will be the estimated Customer Final Price, as determined by the Buyer using all relevant formulas in the Customer Contract. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price; provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract.

Where the Material remains unsold at the time of delivery to Traxys, the provisional price will be mutually agreed by Buyer and Seller, using the benchmark prices set forth in clause 7.1 above and a provisional quotational period (being the average of the five business days preceding the date of delivery to the Buyer) and the provisional payment will be equal to [XXX] of the provisional price.

Notwithstanding the foregoing, where the Material is “Off-Spec Black Mass”, the provisional price shall be [XXX] of the benchmark prices set forth in clause 7.1 above and the provisional quotational period shall be the average of the five business days preceding the date of delivery to the Buyer.

US Dollars:

PAYMENT

First Provisional Payment:

Second Provisional Payment:

in the case of a difference in favor of Seller, the second provisional payment shall be made by Buyer upon presentation by Seller of a second provisional commercial invoice that expressly requests the making of such second provisional payment to Seller, or

in the case of a difference in favor of Buyer, the second provisional payment shall be made by Seller upon presentation by Buyer of a provisional commercial invoice that sets out the amount to be paid by Seller.

Final Payment:

Final Payment Date:

WEIGHING, SAMPLING AND MOISTURE DETERMINATION

Final weighing, sampling and assay determination shall be governed by the Customer Contract.

Buyer reserves the right to independently perform a provisional weighing, sampling and assay determination, prior to the first provisional payment.

TAXES AND DUTIES

INSURANCE

TITLE AND RISK

Title to the Material for each shipment or any part thereof shall pass from Seller to Buyer upon delivery of the Material, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

Risk of loss or damage to the Material shall pass from Seller to Buyer upon delivery at the applicable North American Spoke, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

INCOTERMS^®

CHANGES IN QUOTATIONS

FORCE MAJEURE

In the event of any war (declared or undeclared), revolution, terrorism, act of God, flood, storm, earthquake, fire, explosion, strike, lockout, act of Government or Government appointed agents including but not limited to changes in tariffs, duties, import and export controls or quotas, and environmental regulations, obstruction or blockage of port or wharf, lack of railway facilities or delays on route whether due to mechanical fault or action of the elements, or in the event of any other like events or causes whatsoever beyond the reasonable control of Seller or Buyer which were not reasonably foreseeable and which could not be reasonably

Each Party is fully aware of the potential impact on the performance of the other Party’s obligations under this Agreement arising out of the COVID-19 pandemic and governmental and other actions that have been taken or may in the future be taken in response thereto, and each Party acknowledges that the awareness of such event or condition will not act to prevent the other Party from declaring a Force Majeure event that otherwise would be applicable hereunder.

NOTICES

If to Seller and/or SpokeCo:

If to Traxys:

GOVERNING LAW

DISPUTE RESOLUTION

SUCCESSION AND ASSIGNMENT

LIMITATION ON DAMAGES

CONFIDENTIALITY

PUBLIC ANNOUNCEMENTS & FILINGS

SEVERABILITY

TERMINATION; SUSPENSION OF OBLIGATIONS

Each of Seller and Buyer may terminate this Agreement by written notice to the other Party, with immediate effect:

if the other Party (or, in the case of Seller, SpokeCo) commits a material breach of its obligations under this Agreement and, when such breach is capable of being remedied, fails to remedy such breach within a reasonable time (not less than 30 days) of written notice of breach;

if the other Party (or, in the case of Seller, SpokeCo) enters into liquidation, becomes insolvent, is declared bankrupt, enters into any kind of receivership or makes any arrangement or composition or assignment for the benefit of any creditor; or

as provided in clause 15 (Force Majeure).

If a Party delivers the written notice described in clause 24.1.1 to the other Party, the delivering Party may suspend performance of its obligations hereunder as of the date of such notice until the earlier of: (x) the other Party having cured such material breach in accordance with clause 24.1.1; and (y) the termination of this Agreement in accordance with clause 24.1.

Termination of this Agreement shall not affect any rights or obligations which may have accrued prior to such termination and, on termination of this Agreement, each Party shall promptly pay to the other Party all sums owed to the other Party under this Agreement. The obligations of each Party set out in this clause 24 and clauses 16, 17, 18, 20, 21 and 25 shall continue in full force and effect notwithstanding any termination of this Agreement.

DEFINITIONS

“Kg” shall mean one kilogram, or 1,000 grams, 2.2046 pounds.

“LME” shall mean the London Metal Exchange Limited.

“PPM” means part per million and is equivalent to one gram per tonne.

The terms “tonne” or “MT” means a metric tonne of 1,000 kilograms (Kgs) equivalent to 2,204.62 pounds avoirdupois, wet (WMT) or dry (DMT) basis as specifically stated herein.

“USD” or “US Dollar” is the currency of United States of America.

All references to dollar amounts in this Agreement are quoted in U.S. Dollars.

Any other abbreviations shall be as per the usual standard of the industry.

NO OTHER AGREEMENT, ETC.

This Agreement and the Allocation Agreement constitute the entire agreement between the Parties concerning the subject matter hereof and there are no understandings, representations (actionable in contract, tort or otherwise) or warranties of any kind with respect to such subject matter not expressly set forth herein or therein. This Agreement supersedes the Original Agreement, from and after the Effective Date.

This Agreement supersedes all correspondence, orders, or confirmations of the Parties with respect to matters covered hereby.

No modification or waiver of this Agreement or any right or obligation of any Party hereunder shall be binding upon such Party unless it is in writing and signed by an officer thereof.

No waiver by a Party of any of delay, fault or breach shall be deemed a waiver of any other delay, default or breach.

SPOKECO – ANTI-AVOIDANCE

LICY has advised Traxys that SpokeCo is currently engaged in the business of toll processing Feed to produce Black Mass for the account of Seller and does not produce, own or sell Black Mass for its own account. In the event that SpokeCo or another subsidiary of Seller becomes engaged in the production or ownership of Black Mass in North America for its own account, then SpokeCo shall be deemed to have entered into, or in the case of such other subsidiary of Seller, Seller shall cause such other subsidiary to enter into, a bilateral agreement with Buyer for the marketing and sale of such Black Mass, on the terms set forth herein, mutatis mutandis, for the balance of the Term.

Each of SpokeCo and any such other subsidiary shall be jointly and severally liable along with Seller for the obligations of Seller arising under this Agreement.

The Parties acknowledge that, at the present time, the only operating Spokes in North America are the Arizona Spoke and the Alabama Spoke, and that LICY’s Ontario Spoke has ceased operations. Accordingly, from and after the date hereof, Li-Cycle Americas Corp. (“Ontario SpokeCo”) shall cease to be a party to this Agreement. Any future relationship between Traxys and Ontario SpokeCo shall be governed by a separate agreement, if any, between Traxys and Ontario SpokeCo. For greater certainty, Seller shall not be liable for any direct obligation or other relationship between Ontario SpokeCo and Traxys.

Li-Cycle North America Hub, Inc.
a corporation organized under the laws of the State of Delaware, U.S.A.,
Hereinafter called “HubCo”

(each, a “Party” and collectively, the “Parties”)

Li-Cycle Holdings Corp. (NYSE: LICY) (“LICY”), through its indirect, wholly-owned subsidiaries, Seller and HubCo, has been developing a hydrometallurgical processing facility using its patented Spoke & Hub Technologies^™ (a “Commercial Hub”) located near Rochester, New York (the “Rochester Hub”), having a nameplate annual processing capacity of 35,000 tonnes per annum of unrefined “black mass” product (containing lithium, nickel and/or cobalt) (“Black Mass”) to produce certain metal products as part of a closed-loop recycling solution.

Construction of the Rochester Hub was paused in October 2023, pending a comprehensive project review.

Under the original “Sulfates Scope”, the principal products of the Rochester Hub would be Lithium Carbonate, Nickel Sulfate, Cobalt Sulfate and Manganese Carbonate (each, a “Material” and collectively the “Materials”).

Under the revised “MHP Scope”, developed through the project review, the principal products of the Rochester Hub would be Lithium Carbonate and a Mixed Hydroxide Precipitate containing nickel, cobalt and manganese (“MHP”), with the potential to transition to the production of Nickel Sulphate, Cobalt Sulphate and Manganese Carbonate at a later phase.

This REFINED PRODUCTS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement (the “Agreement”) sets forth the terms on which (1) Seller shall sell, and Traxys shall purchase, 100% of Seller’s annual production of Materials from the Rochester Hub (such Materials, collectively, the “Traxys Committed Materials”), for on-sale by Traxys to Traxys’ third-party end customers (“Customers”) on a global basis, provided that in the event that Li-Cycle implements the MHP Scope, Seller shall also pay to Traxys a fee (the “MHP Fee”) covering 100% of the MHP produced at the Rochester Hub, as hereinafter described.

This Agreement amends, restates and supersedes the REFINED PRODUCTS – Amended and Restated Marketing, Logistics and Working Capital Agreement between Traxys and Li-Cycle Americas Corp. dated as of December 15, 2021, as amended by the Assignment, Assumption & Joinder Agreement – Traxys Refined Products Agreements dated as of July 1, 2023, as further amended by the letter agreement dated March 25, 2024 (collectively, the “Original Agreement”), effective as of November 1, 2024 (the “Effective Date”).

This Agreement (including, but not limited to, the obligations of Traxys under clause 4 hereof) is subject to the terms of the North America Black Mass & Refined Products Allocation Agreement dated March 25, 2024 (the “Allocation Agreement”) among LICY, Seller, Li-Cycle Inc., HubCo, Traxys and Glencore Ltd., pursuant to which Buyer has waived its rights to 50% of the Traxys Committed Materials solely to permit Seller to sell such Materials directly to Glencore, in consideration of certain fees payable to Buyer, subject to and on the terms and conditions set forth therein.

The Parties have entered into a separate amended and restated agreement with regard to the sale and purchase of certain Black Mass produced at LICY’s North American Spokes (i.e., the BLACK MASS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement of even date herewith, the “Black Mass Agreement”), which will also be effective as of the Effective Date, and nothing herein shall affect the rights or obligations of the Parties under such separate agreement.

DEVELOPMENT OF ROCHESTER HUB; QUANTITY OF MATERIALS TO BE DELIVERED

Development of Rochester Hub: Li-Cycle shall keep Buyer apprised of the progress of the development, construction, mechanical completion and commissioning of the Rochester Hub, including its plans relative to the Sulfates Scope and the MHP Scope.

Nameplate Production Capacity: The Rochester Hub is expected to have the capacity to produce the Materials (and in the case of the MHP Scope, MHP) in the approximate annual volumes set forth in the table below:

Materials

Max Dry (in MT)

Max Wet (in MT)

Per either MHP Scope or Sulphates Scope

Lithium Carbonate

Per Sulfates Scope only

Nickel Sulfate

Cobalt Sulfate

Manganese Carbonate

Per MHP Scope only

MHP

Quarterly Forecast: From and after the start of commissioning of the Rochester Hub, at least three months prior to the start of each calendar year, and at least 15 calendar days prior to the start of each calendar quarter, Seller shall notify Buyer of the volume and specifications of the Materials expected to be: (a) produced, and (b) available for sale under the terms of this Agreement and the Allocation Agreement, quarterly, on a rolling 12-month basis.

Enhanced Products: In the event that Seller produces products at the Rochester Hub that are derivative of or enhancements to the Materials or MHP (for example, Lithium Hydroxide rather than Lithium Carbonate, or moisture-reduced Manganese Carbonate, or any Ni-Co-Mn bearing products that are derived from MHP), any such products (the “Enhanced Products”) shall be deemed to be Traxys Committed Materials and Buyer and Seller shall negotiate in good faith such changes to this Agreement as may be necessary or desirable to cover the sale to Traxys of 100% of such Enhanced Products for the balance of the Term of this Agreement (subject to the Allocation Agreement, mutatis mutandis), and for the avoidance of doubt, the payment to Traxys of a marketing fee therefor that is equivalent to the Marketing Fee for the corresponding Materials and/or the MHP, as the case may be (i.e., [XXX]% for lithium-bearing products, [XXX]% for nickel-bearing products, [XXX]% for cobalt-bearing products and [XXX]% for manganese-bearing products and [XXX]% for mixed Ni-Co-Mn bearing products) with respect to 100% of such Enhanced Products, or (at Buyer’s option) Buyer shall receive a fee in lieu thereof on the basis of the Marketing Fee provided for herein for the corresponding Materials and/or the MHP, as the case may be. For greater certainty, Traxys’ off-take rights under this Agreement do not extend to by-products produced at the Rochester Hub (notably, graphite concentrate, copper sulphide, sodium sulphate or gypsum).

QUALITY & SPECIFICATIONS OF MATERIALS

The specifications of all delivered Materials shall always meet: (a) High-purity battery-grade standards and requirements for Lithium Carbonate, (b) High-purity battery-grade standards and requirements for Nickel Sulfate and Cobalt Sulfate and (c) common best practice industrial standards for Manganese Carbonate. The expected specifications for the Materials, based on the design of the Rochester Hub, are set forth in Appendix A, B, C and D. The final minimum guaranteed specifications for the Materials (the “Specifications”) shall be determined by the Parties prior to commencement of commercial production at the Rochester Hub having regard to such maximum impurity levels as may be required by the Customers.

Any Materials produced by the Seller that do not meet the Specifications (“Off-Spec Materials”) shall also be sold by the Seller and purchased by the Buyer in accordance with this Agreement, provided that such Materials are not unsuitable for standard warehousing and transportation (by truck, ocean or rail), as determined by the Parties, acting reasonably and in accordance with industry standards, in which case such Off-Spec Materials will be deemed rejected and (where required) the Seller shall promptly pick up the rejected Materials and ship it back to the Seller at the Seller’s expense. Any Materials rejected by a Customer due to a quality claim and returned to the Buyer shall also be treated as “Off-Spec Materials” hereunder. For purposes of this Agreement and the Allocation Agreement, any Off-Spec Materials that are deemed rejected pursuant to this clause 2.2 shall be deemed to have not been made available to Traxys.

The Materials shall fully conform to REACH and/or IMO code and/or UN standards of safe practice for cargoes — whichever are applicable depending on the location of the relevant Customers.

Any changes in typical assays shall be communicated by Seller to Buyer in a timely manner.

All claims of Customers or other third parties arising from the Materials or the use thereof, including claims, liabilities and obligations relating to (i) specifications and quality of the Materials, and any remedies for non-conforming Materials under the terms of any Customer Contracts, or (ii) with respect to a Customer’s remedies in the event of a Delivery Shortfall, shall be for the sole risk and account of Seller, provided that Seller shall not be obligated to pay the amount of any such claims pursuant to this clause 2.5 to the extent such amount has been deducted pursuant to clause 8 (Payment) as Transaction Costs pursuant to clause 4.11(f).

TERM

This Agreement shall be deemed to have commenced on September 24, 2020 and shall continue until the later of:

Seven years after the end of the month in which Seller has reached three consecutive months of production at the Rochester Hub of 95% or more of the nameplate annual processing capacity of 35,000 tonnes per annum of Black Mass throughput (being at least 2,770 per month of Black Mass throughput)¹, and

In all events, the Term of this Agreement shall continue as necessary to enable the Buyer to fulfill any commitments to Customers that are pending at the time the Term would otherwise expire (including but not limited to (i) the NICKEL SULPHATE OFF-TAKE AGREEMENT dated April 20, 2022 by and between Seller (as assignee of Li-Cycle Americas Corp.) (as Producer), Traxys (as Seller), LG

35,000 MT per annum nameplate capacity x 0.95 / 12 months = 2,770 MT/month.

MARKETING ARRANGEMENTS & FEES; COOPERATION AND TRANSPARENCY

Title: Traxys shall be the off-taker and pay and take title to the Traxys Committed Materials as principal and sell the Traxys Committed Materials to Customers as principal. The payment collections and credit risk shall remain with Traxys (subject to clause 4.3).

On-Sale to Customers: Traxys will handle sales and/or marketing of the Materials in the various possible global markets. The terms and conditions, contracts, and agreements with Customers for the sale of Materials (each, a “Customer Contract”) shall be made in transparency to Seller and said terms will be agreed with Seller in advance of such sales being concluded.

Customer Credit: The Parties acknowledge that Traxys has not and shall not be required in any case to enter into, and without the Seller’s prior consent shall not enter into, any Customer Contract with payment terms of greater than 90 days. Seller acknowledges that Traxys’ extension of credit to a Customer under any Customer Contract shall be subject to the continuing approval of such Customer’s creditworthiness by Traxys, which approval shall be determined by Traxys in its sole and absolute discretion, provided that Traxys shall promptly notify Seller in writing in the event Traxys withdraws its approval of a Customer’s creditworthiness at any time during the term of a Customer Contract.

International Sales: To the extent that the Customer for a particular sale of Material is not located in North America, the Buyer may, prior to effecting any such sale, designate an affiliate of the Buyer that is located in or serving the Customer’s region to transact the sale of such Material on the terms set forth in this Agreement (mutatis mutandis). For example, sales of Materials to Customers in the Europe, the Middle East and Africa (EMEA) region may be directed to be made to the applicable Traxys affiliate, and sales of Materials to Customers in the Asia Pacific (APAC) region may be directed to be made to the applicable Traxys affiliate.

Customer Enquiries: Seller shall refer all customer inquiries to Traxys in relation to the Traxys Committed Materials and, except for sales to Glencore under the terms of the Allocation Agreement, Seller confirms that all sales of Materials shall be made through Traxys and that Seller shall not sell Material directly to Customers without Traxys’ prior written approval.

Sanctions Compliance: Traxys covenants and agrees that it shall not knowingly sell Traxys Committed Materials to any person who is a Sanctioned Person. For the purposes of the foregoing, a “Sanctioned Person” shall mean any person that: (i) is sanctioned under any economic or trade sanction, regulation, statute or official embargo measure imposed by the United Nations or the laws of the United States of America, the European Union, the United Kingdom, Australia or Canada; and (ii) includes any person named in the “Specially Designated Nationals and Blocked Persons” list maintained by the United States Department of the Treasury or any similar or equivalent list maintained by the government of any country listed above in (i). Traxys represents that all Customers will be subject to Traxys’ customary KYC review, which includes checks of publicly available lists of Sanctioned Persons.

Logistics: Traxys will handle logistics globally and shall execute all contract handling and shipping matters at cost for the Seller.

Working Capital Facility: Where requested in writing by Seller not less than 30 days before delivery of Material to Buyer hereunder, Traxys shall provide Seller with transactional financing with respect to Materials delivered to Traxys hereunder pursuant to the provisional payments contemplated by clause 8.1 and clause 8.2 (the “Working Capital Facility”). Traxys may charge interest to Seller (the “WCF Interest”) on the amount of each such provisional payment made by Traxys to Seller pursuant to the Working Capital Facility, calculated for the period: from (A) the date on which such provisional payment is made to Seller in accordance with clause 8.1 and clause 8.2, to (B) the Final Payment Date (as defined in clause 8.4).

WCF Interest Rate: WCF Interest on the amount of each provisional payment shall accrue daily at a rate equal to SOFR (or if SOFR is not available, a mutually agreed upon replacement reference rate), plus [XXX]% per annum (the “WCF Interest Rate”), calculated on the basis of a 365-day or 366-day, as applicable, year. WCF Interest shall be calculated by Traxys, shown on the final invoice prepared by Traxys and deducted from the final payment to Seller pursuant to clause 8.3. The WCF Interest rate shall be adjusted from time to time to reflect Traxys’ cost of capital, as agreed by Seller (acting reasonably). For the purposes hereof:

“SOFR” means the forward looking secured overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator thereof) for three-month term tenors in effect as of the date that is two U.S. Government Securities Business Days prior to the date on which such provisional payment is made or, if such rate is not published on such date, on the first immediately preceding U.S. Government Securities Business Days on which such rate is published; and

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Marketing Fee: Traxys shall be paid a marketing fee (“Marketing Fee”) for 100% of the Traxys Committed Materials based on the Customer Final Price (as defined below) as follows:

Material

 Fee 

Transaction Costs: “Transaction Costs” means all costs, losses or damages reasonably incurred by Traxys in relation to the purchase, transportation, transactional financing and sale of the Materials to Customers, including inter alia:

Costs associated with the transportation of the Materials, including inter alia all freight, demurrage, dead freight, charter hire and any other sums due pursuant to any charter of any vessel engaged in the carriage of the Materials, together with costs of inspection of the carrying vessels;

Port costs at both loading and discharge port;

Costs of inspection, supervision and testing/analyzing of the Materials;

Costs of insurance [XXX];

Taxes, duties or other sums, whether levied against the Materials, the freight or otherwise;

Losses, claims, damages or expenses incurred or paid to Customers or other third parties in respect of the Materials, including claims relating to specifications and quality of the Materials, or their transportation or use, and including legal expenses incurred in defending or bringing such claims;

Hedging costs and expenses, if hedging is requested by Seller or required by Buyer;

Finance charges in respect of all sums paid by the Buyer, including fees and expenses in relation to any letters of credit; and

Any other relevant costs and expenses attributable to the sale of the Materials.

Expense Report: All Transaction Costs deducted under clause 8 (Payment) must be supported by the delivery to the Seller of an expense report (“Expense Report”), together with the final payment made to Seller in accordance with clause 8 (Payment), which Expense Report shall set out in reasonable detail the determination of each of the Transaction Costs deducted by Traxys, and shall include copies of all relevant receipts, invoices and other forms of documents evidencing such Transaction Costs.

Objection to Expense Report: Within 30 days after the receipt of an Expense Report, Seller may object to any of the Transaction Costs described in such Expense Report on the basis that such expenses are not authorized to be deducted under the terms of this Agreement, by notifying Traxys in writing of the basis of such objection in reasonable detail. Thereafter, Seller and Buyer shall use their best endeavors to settle the matter, including by consulting and negotiating with each other to reach a resolution satisfactory to each such Party, failing which, either of Seller and Buyer may refer such dispute for resolution in accordance with clause 18 (Dispute Resolution) after a period of 30 days from the date Seller and Buyer first met to resolve such matter. Any objection by Seller hereunder shall not relieve Buyer or Seller, as applicable, from making final payment in accordance with clause 8 hereof, and any adjustment arising from such objections shall be paid promptly after such objection is resolved.

MHP FEE

DELIVERY & SHIPMENT

Documentation proving release from Seller to Buyer of the Materials, including inter alia:

Holding and Title Certificate issued by Seller to Buyer’s order; or

Truck or railway bills of lading provided by Buyer;

Seller’s provisional commercial invoice (where Seller has elected to use the Working Capital Facility) or pro forma invoice (where Seller has not elected to use the Working Capital Facility) in any case to be delivered not later than one day from delivery date;

Seller’s certificate of origin;

Seller’s provisional weights and assays certificates indicating all metal contents on a lot-by-lot basis;

Packing lists issued by the Seller, showing net quantity per unit of packing;

Safety Data Sheet (SDS); and

Any other required documents as requested by Buyer for the safe domestic and international transport and handling of the Materials that are customarily the responsibility of a seller in accordance with EXW (Incoterms^® 2020) (together, “Title Documents”).

PRICE

Benchmark Prices:

Final Price:

Provisional Price:

Where the Material has been sold forward by Traxys to a Customer at the time of delivery to Traxys:

If the Customer Final Price for the shipment for sale to the Customer is known at the time of delivery to the Buyer, then the provisional price will be [XXX]. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price; provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract; and

If the Customer Final Price for the shipment for sale to the Customer is unknown at the time of delivery to the Buyer, then the provisional price will be the estimated Customer Final Price, as determined by the Buyer using all relevant formulas in the Customer Contract. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price, provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract.

Where the Material remains unsold at the time of delivery to Traxys, the provisional price will be mutually agreed by Buyer and Seller using the benchmark prices set forth in clause 7.1 above and a provisional quotational period (being the average of the five business days preceding the date of delivery to the Buyer) and the provisional payment will be equal to [XXX]% of the provisional price.

Notwithstanding the foregoing, where the Material is “Off Spec Material,” the provisional price shall be [XXX]% of the benchmark prices set forth in clause 7.1 above and the provisional quotational period shall be the average of the five business days preceding the date of delivery to the Buyer.

In the case of Manganese Carbonate, whether sold forward or unsold at the time of delivery to Traxys, the provisional price shall be reduced by the expected shipping costs for the Material, to be mutually agreed by the Buyer and Seller.

US Dollars:

PAYMENT

First Provisional Payment:

Second Provisional Payment:

in the case of a difference in favor of Seller, the second provisional payment shall be made by Buyer upon presentation by Seller of a second provisional commercial invoice that expressly requests the making of such second provisional payment to Seller, or

in the case of a difference in favor of Buyer, the second provisional payment shall be made by Seller upon presentation by Buyer of a provisional commercial invoice that sets out the amount to be paid by Seller.

Final Payment:

Final Payment Date:

WEIGHING, SAMPLING AND MOISTURE DETERMINATION

Final weighing, sampling and assay determination shall be governed by the Customer Contract.

Buyer reserves the right to independently perform a provisional weighing, sampling and assay determination, prior to the first provisional payment.

TAXES AND DUTIES

INSURANCE

TITLE AND RISK

Title to the Material for each shipment or any part thereof shall pass from Seller to Buyer upon delivery of the Material, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

Risk of loss or damage to the Material shall pass from Seller to Buyer upon delivery at the Rochester Hub, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

INCOTERMS^®

CHANGES IN QUOTATIONS

FORCE MAJEURE

In the event of any war (declared or undeclared), revolution, terrorism, act of God, flood, storm, earthquake, fire, explosion, strike, lockout, act of Government or Government appointed agents including but not limited to changes in tariffs, duties, import and export controls or quotas, and environmental regulations, obstruction or blockage of port or wharf, lack of railway facilities or delays on route whether due to mechanical fault or action of the elements, or in the event of any other like events or causes whatsoever beyond the reasonable control of Seller or Buyer which were not reasonably foreseeable and which could not be reasonably avoided (any such cause being hereinafter called “Force Majeure”) preventing or hindering Seller or Buyer from performing its obligations in this Agreement, the Party whose performance is prevented or hindered by Force Majeure may suspend delivering or accepting a delivery of Material hereunder for the period of the Force Majeure event (but no longer) if it shall give prompt written notice to the other Party of the details of such Force Majeure event, and an estimate of the time period for which the Force Majeure event shall remain in effect. Force Majeure shall not apply to any tonnage for which a pricing has been established in part or in full or transport of any kind has been booked. In no event shall Force Majeure operate to delay or extend the due date for any repayments of principal or interest of any loans or advances extended to Seller by Buyer or an affiliate of Buyer.

Each Party is fully aware of the potential impact on the performance of the other Party’s obligations under this Agreement arising out of the COVID-19 pandemic and governmental and other actions that have been taken or may in the future be taken in response thereto, and each Party acknowledges that the awareness of such event or condition will not act to prevent the other Party from declaring a Force Majeure event that otherwise would be applicable hereunder.

NOTICES

If to Seller and/or HubCo:

If to Traxys:

GOVERNING LAW

DISPUTE RESOLUTION

SUCCESSION AND ASSIGNMENT

LIMITATION ON DAMAGES

CONFIDENTIALITY

PUBLIC ANNOUNCEMENTS & FILINGS

Traxys has been provided with a reasonable and proper opportunity to review and comment on the proposed public announcement or filings; and

Traxys has been provided with a reasonable and proper opportunity to propose redactions of commercially sensitive information prior to such public announcement or filings.

SEVERABILITY

TERMINATION; SUSPENSION OF OBLIGATIONS

Each of Seller and Buyer may terminate this Agreement by written notice to the other Party, with immediate effect:

if the other Party (or, in the case of Seller, HubCo) commits a material breach of its obligations under this Agreement and, when such breach is capable of being remedied, fails to remedy such breach within a reasonable time (not less than 30 days) of written notice of breach;

if the other Party (or, in the case of Seller, HubCo) enters into liquidation, becomes insolvent, is declared bankrupt, enters into any kind of receivership or makes any arrangement or composition or assignment for the benefit of any creditor; or

as provided in clause 15 (Force Majeure).

If a Party delivers the written notice described in clause 24.1(a) to the other Party, the delivering Party may suspend performance of its obligations hereunder as of the date of such notice until the earlier of: (x) the other Party having cured such material breach in accordance with clause 24.1(a); and (y) the termination of this Agreement in accordance with clause 24.1.

Termination of this Agreement shall not affect any rights or obligations which may have accrued prior to such termination and, on termination of this Agreement, each Party shall promptly pay to the other Party all sums owed to the other Party under this Agreement. The obligations of each Party set out in this clause 24 and clauses 16, 17, 18, 20, 21 and 25 shall continue in full force and effect notwithstanding any termination of this Agreement.

DEFINITIONS

“Kg” shall mean one kilogram, or 1,000 grams, 2.2046 pounds.

“LME” shall mean the London Metal Exchange Limited.

The terms “tonne” or “MT” means a metric tonne of 1,000 kilograms (Kgs) equivalent to 2,204.62 pounds avoirdupois, wet (WMT) or dry (DMT) basis as specifically stated herein.

“USD” or “US Dollar” is the currency of United States of America.

All references to dollar amounts in this Agreement are quoted in U.S. Dollars.

Any other abbreviations shall be as per the usual standard of the industry.

NO OTHER AGREEMENT, ETC.

This Agreement and the Allocation Agreement constitute the entire agreement between the Parties concerning the subject matter hereof and there are no understandings, representations (actionable in contract, tort or otherwise) or warranties of any kind with respect to such subject matter not expressly set forth herein or therein. This Agreement supersedes the Original Agreement, from and after the Effective Date.

This Agreement supersedes all correspondence, orders, or confirmations of the Parties with respect to matters covered hereby.

For sake of clarity and avoidance of doubts only, the Parties acknowledge that nothing herein shall affect the rights or obligations of the Parties under the following agreements:

the Black Mass Agreement;

the Letter Agreement dated December 15, 2021 by and between Traxys and LICY (provided that the Parties acknowledge and agree that LICY and its affiliates do not have any requirements for services of Traxys and its affiliates, and shall have no obligations to Traxys and its affiliates, with respect to the planned Commercial Hub in Portovesme, Italy being jointly developed by affiliates of LICY and Glencore plc);

the LGES Nickel Sulphate Off-Take Agreement;

the LG Chem Nickel Sulphate Off-Take Agreement; and

Nickel Sulphate Off-Take Agreements – Side Letter dated April 20, 2022 by and between Traxys and Seller (as assignee of Li-Cycle Americas Corp., pursuant to an Assignment, Assumption & Joinder Agreement dated as of July 1, 2023).

No modification or waiver of this Agreement or any right or obligation of any Party hereunder shall be binding upon such Party unless it is in writing and signed by an officer thereof.

No waiver by a Party of any of delay, fault or breach shall be deemed a waiver of any other delay, default or breach.

HUBCO – ANTI-AVOIDANCE

LICY has advised Traxys that HubCo is currently engaged in the business of toll processing Black Mass to produce Refined Products for the account of Seller and does not produce, own or sell Refined Products for its own account. In the event that HubCo or another subsidiary of Seller becomes engaged in the production or ownership of Refined Products for its own account, then HubCo shall be deemed to have entered into, or in the case of such other subsidiary of Seller, Seller shall cause such other subsidiary to enter into, a bilateral agreement with Buyer for the marketing and sale of such Refined Products, on the terms set forth herein, mutatis mutandis, for the balance of the Term.

Each of HubCo and any such other subsidiary shall be jointly and severally liable along with Seller for the obligations of Seller arising under this Agreement.