Exhibit 99.2

Amended and Restated Stock Option Plan

1. This Amended and Restated Stock Option Plan (herein called the “Plan”) for Li-Cycle Corp. (the “Corporation”), amending and restating the 2018 Stock Option Plan, is hereby established with the intent of advancing the interests of the Corporation by encouraging and enabling the acquisition of an equity interest in the Corporation by the participants.

2. The Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, shall from time to time by resolution designate those key employees, directors, officers, advisors, and others, if any, who, in the opinion of the Board of Directors, are largely responsible for the management and growth of the Corporations and who, as an additional inducement to promote the best interests of the Corporation, are entitled to participate in the Plan (herein referred to as “Participant(s)”) and shall determine the extent and terms of such participation by said Participants.

3. The total number of authorized but unissued shares allocated to and made available to be granted to Participants under the Plan shall not exceed 50,000 of the common shares, unless otherwise increased by the Directors, as such may from time to time be issued and outstanding in the capital stock of the Corporation as the same is presently constituted, and the aggregate number of common shares which may be issued under the Plan to any one particular Participant under the Plan shall not exceed fifty percent (50%) of the said aggregate number of common shares allocated to and made available for the Plan

4. Except as provided in paragraph 10 hereof or by the laws of descent and distribution, the rights of any Participant under the Plan are personal to the said Participant and are not assignable.

5. No resident of the United States of America or any territory or possession thereof may be a Participant in the Plan unless such participation can be accomplished pursuant to or in accordance with and without violating any securities or other legislation of the United States of America or of any state, territory or possession thereof.

6. The Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, shall have the unfettered right to interpret the provisions of this Plan and to make such regulations and formulate such administrative provisions for carrying this Plan into effect and to make such changes therein and in the regulations and administrative provisions therein as, from time to time, the said Board or committee thereof deem appropriate in the best interests of the Corporation. The Board of Directors shall also have the unfettered right from time to time and at any time to rescind or terminate the Plan as it shall deem advisable; provided, however, that no such rescission or termination shall impair or change the rights and options theretofore granted under the Plan without the prior written consent of the Participant or Participants affected.

7. The Corporation shall pay all costs of administering the Plan.

8. The exercise price of the shares purchased pursuant to stock options granted hereunder shall be not less than CAD $0.81 per share (the “Initial Price”).

9. Each option granted hereunder shall be for a term as the director may determine, shall be exercisable only after the first anniversary date of its grant, and on each subsequent anniversary date during the term of the option, with respect to one third (1/3) of the total number of shares subject to the option (computed in each case to the nearest full share), and all or any part of the shares as to which the option shall have become exercisable may be purchased at any time or from time to time thereafter, until expiration or termination of the option. Each Participant shall execute a Stock Option Agreement in substantially the form annexed hereto as Schedule “A” prior to the grant of any stock option to a Participant becoming effective.

10. (1) In the event of the physical or mental disability, retirement with the consent of the Corporation or death of the Optionee on or prior to the expiry date while engaged as a key employee or director or officer of the Corporation, any option granted hereunder may be exercised up to the full amount of the optioned shares by the legal personal representative(s) of the Participant at any time up to and including eighteen months following the physical or mental disability, retirement or death of the Participant after which date the option shall forthwith expire and terminate and be of no further force or effect whatsoever.

(2) For greater certainty, any Participant who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of the Plan.

11. Except as the Board of Directors may otherwise determine, in the event the Participant’s employment by or engagement with (as a director or otherwise) the Corporation is terminated by the Corporation or the Participant for any reason other than the Participant’s physical or mental disability, retirement with the consent of the Corporation or death before exercise of any options granted hereunder, the Participant shall have ninety days from the date of such termination to exercise only that portion of the option they are otherwise entitled to exercise at that time and thereafter his option shall expire and all rights to purchase shares hereunder shall cease and expire and be of no further force or effect. Options shall not be affected by any change of employment so long as the Participant continues to be employed by the Corporation or any of its subsidiaries or continues to be a director or officer of one of the foregoing.

12. Subject to the provisions of the Plan, the options granted hereunder may be exercised from time to time by delivery to the Corporation at its head office of a written notice of exercise specifying the number of shares with respect to which the option is being exercised and accompanied by payment in full of the purchase price of the shares then being purchased by way of cash or certified cheque in favour of the Corporation. Such notice shall contain the Participant’s undertaking to comply, to the satisfaction of the Corporation and its counsel, with all applicable requirements of any stock exchange or exchanges upon which any securities of the Corporation are from time to time listed and any applicable regulatory authority or authorities.

13. Subject to any required action by its shareholders, if the Corporation shall be a party to any reorganization, merger, dissolution or sale or lease of all or substantially all its assets, whether or not the Corporation is the surviving entity, the option shall be adjusted so as to apply to the securities to which the holder of the number of shares of capital stock of the Corporation subject to the option would have been entitled by reason of such reorganization, merger or sale or lease of all or substantially all of its assets. Adjustments under this paragraph shall be made by the Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, and any reasonable determination made by the said Board of committee thereof shall be binding and conclusive.

14. In the event of any subdivision or subdivisions of the common shares of the Corporation as said common shares were constituted at the time any options granted hereunder were granted into a greater number of common shares, the Corporation will thereafter deliver at the time of exercise thereof in addition to the number of shares in respect of which the option is then being exercised, such additional number of shares as result from such subdivision or subdivisions of the shares for which the option is being exercised without the Participant exercising the option making any additional payment or giving any other consideration therefor.

15. In the event of any consolidation or consolidations of the common shares of the Corporation as said common shares were constituted at the time any options granted hereunder were granted into a lesser number of common shares, the Participant shall accept, at the time of the exercise thereof in lieu of the number of shares in respect of which the option is then being exercised, the lesser number of shares as result from such consolidation or consolidations of the shares for which the option is being exercised.

16. In the event of any change of the common shares of the Corporation as said common shares were constituted at the time any options granted hereunder were granted the Corporation shall thereafter deliver at the time of the exercise thereof the number of shares of the appropriate class resulting from the said change as the Participant exercising the option would have been entitled to receive in respect of the number of shares so purchased had the option been exercised before such change.

17. If the Corporation at any time while any options granted hereunder are outstanding shall pay any stock dividend or stock dividends upon the shares of the Corporation in respect of which any options were granted hereunder, the Corporation will thereafter deliver at the time of exercise thereof in addition to the number of shares in respect of which the option is then being exercised, the additional number of shares of the appropriate class as would have been payable on the shares so purchased if they had been outstanding on the record date for the payment of said stock dividend or dividends.

18. The Corporation shall not be obligated to issue fractional shares in satisfaction of any of its obligations hereunder.

19. If at any time the Corporation grants to the holders of its capital stock rights to subscribe for and purchase pro rate additional securities of the Corporation or of any other corporation or entity, there shall be no adjustments made to the number of shares or other securities subject to the option in consequence thereof and the said stock option of the Participant shall remain unaffected.

20. Any stock option granted under the Plan may include a stock appreciation right, either at the time of grant or by amendment adding it to an existing stock option; subject, however, to the grant of such stock appreciation right being in compliance with the applicable regulations and policies of any stock exchange or exchange upon which any securities of the Corporation may from time to time be listed. The provisions of the Plan respecting the exercise of stock options and the adjustments to options arising from certain corporate actions hall apply mutatis mutandis to all stock appreciation rights granted hereunder.

21. Stock appreciation rights granted hereunder are exercisable to the extent, and only to the extent, the option to which it is included is exercisable. To the extent a stock appreciation right included in or attached to an option granted hereunder is exercised, the option to which it is included or attached shall be deemed to have been exercised to a similar extent.

Approved by the Board of Directors as of June 25, 2021.

Exhibit 99.3

LI-CYCLE CORP.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

“Award” means a grant of Options, SARs, DSUs or RSUs pursuant to the provisions of this Plan.

“Award Agreement” means, with respect to any particular Award, the written document that sets forth the terms and conditions of that particular Award.

“Board” means the board of directors of the Corporation, as constituted from time to time; provided, however, that if the board of directors appoints a Committee to perform some or all of the Board’s administrative functions hereunder pursuant to Section 2, references in this Plan to the “Board” will be deemed to also refer to that Committee in connection with matters to be performed by that Committee.

“Business Day” means being a day, other than a Saturday, Sunday or statutory holiday in Toronto, Ontario.

“Cause” means, with respect to any Participant, such Participant’s (i) misappropriation or theft of the Corporation’s or any of its Subsidiaries funds or property; (ii) charge for, conviction of, or entry of a plea of guilty or no contest to, any criminal or quasi-criminal offence (for the purposes of this definition, a “quasi criminal” offence means an intentional breach of a statutory provision, one of the potential consequences of which is imprisonment and a “criminal” offence means an offence requiring a mens rea); (iii) commission of any act or omission involving dishonesty or fraud with respect to the Corporation or any of its Subsidiaries or any of their respective customers, suppliers or other business relations; (iv) wilful and continued failure or refusal to substantially perform the duties reasonably required of the Participant as an employee of the Corporation or any of its Subsidiaries to whom such Participant reports, directly or indirectly; (v) failure to observe all material and lawful policies of the Corporation and its Subsidiaries applicable to such Participant; (vi) material breach of contractual obligations (including non- competition, non-solicitation, non-disclosure or similar obligations) owed to the Corporation or any of its Subsidiaries or failure to perform any of the Participant’s material duties owed to the Corporation or any Subsidiary; (vii) act or omission that aids or abets, or is intended to aid or abet, any person to the disadvantage or detriment of the Corporation and, or, any of its

Subsidiaries; (viii) subject to compliance with applicable human rights legislation, continued or repeated absence by such Participant from the workplace (to the extent such continued or repeated absences continue to occur after written notice thereof), unless such absence is in compliance with the policies of the Corporation and its Subsidiaries or approved or excused by the Board or the applicable board of directors of a Subsidiary of the Corporation in advance of such absence; (ix) engaging in any wilful misconduct which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of the Corporation or any of its Subsidiaries; (x) other material breach of any agreement between such Participant and the Corporation or any of its Subsidiaries or any policies of the Corporation and its Subsidiaries, including those relating to unlawful discrimination, harassment or retaliation, and, or, those set forth in the employee manuals or statements of policy of the Corporation and its Subsidiaries; or (xi) other conduct or misconduct that constitutes cause pursuant to applicable law; provided that, in the case of the above sub-clauses (v), (vi) and (x), termination of employment by the Corporation or any of the Corporation Subsidiaries, if applicable, will not be for “Cause” unless (A) such breach is not capable of being cured, or (B) such Participant has first been given written notice of such breach by the Corporation or its Subsidiary, as applicable, and, if such breach is capable of being cured, such breach remains uncured for a period of five (5) Business Days after such notice to the Participant or, if cured, recurs within 180 days; and provided further that, if a Participant and the Corporation (or any of its Subsidiaries) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause” then, with respect to such Participant, “Cause” will have the meaning defined in that employment agreement, consulting agreement or other agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committee” means a committee appointed by the Board in accordance with Section 2.

“Consultant” means a person, other than a Director or an employee of the Corporation or of a Subsidiary of the Corporation, that (i) is engaged to provide services to the Corporation or a Subsidiary of the Corporation other than services provided in relation to a distribution of securities; (ii) provides services under a written contract with the Corporation or a Subsidiary of the Corporation; and (iii) spends or will spend a significant amount of time and attention to the affairs and business of the Corporation or a Subsidiary of the Corporation.

“Control” means a person, other than a Director or an employee of the Corporation or of a Subsidiary of the Corporation, that (i) is engaged to provide services to the Corporation or a Subsidiary of the Corporation other than services provided in relation to a distribution of securities; (ii) provides services under a written contract with the Corporation or a Subsidiary of the Corporation; and (iii) spends or will spend a significant amount of time and attention to the affairs and business of the Corporation or a Subsidiary of the Corporation.

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“Control” (including the terms “Controlling”, “Controlled by” and “under common Control with“) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Director” means a member of the Board or of the board of directors of any Subsidiary of the Corporation.

“DSU” means a deferred share unit granted under, and subject to restrictions imposed pursuant to, Section 8 hereof.

“Fair Market Value” means, with respect to a Share (or any other security), the fair market value of such Share (or any other security), without taking into account discounts for lack of liquidity, minority interest or similar factors, as determined by the Board in good faith (unless otherwise set forth in an Award Agreement).

“Governmental Authorities” means any domestic or foreign legislative, executive, judicial or administrative body or person having purporting to have jurisdiction in the relevant circumstances.

“Initial Public Offering” means an offering of Shares to the public in Canada or the United States by means of a Prospectus, where the securities are thereafter listed for trading on a stock exchange or active over-the-counter market in North America.

“Joinder” means a joinder in the form attached hereto as Schedule A or any other form approved by the Board.

“Liquidity Event” means, at any time, the occurrence of any of the following, in one transaction or a series of related transactions, (i) the acquisition by any person or persons acting jointly or in concert (as determined by the Securities Act), whether directly or indirectly, of beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation; (ii) an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination; (iii) the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its Subsidiaries to another person, other than (A) in the ordinary course of business of the Corporation or of a Subsidiary of the Corporation, or (B) to the Corporation or any one or more of its Subsidiaries; (iv) a resolution is adopted to wind-up, dissolve or liquidate the Corporation; or (v) any other transaction that is deemed to be a “Liquidity Event” for the purposes of this Plan by the Board in its sole and absolute discretion. Notwithstanding the foregoing, a transaction or a series of related transactions will not constitute a Liquidity Event if such transaction(s) result(s) in the Corporation, any successor to the Corporation, or any successor to the Corporation’s business, being Controlled, directly or indirectly, by the same person or persons who Controlled the Corporation, directly or indirectly, immediately before such transaction(s).

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“Option” means an option to purchase Shares granted under, and subject to restrictions imposed pursuant to, Section 5.

“Participant” means an employee, officer, Director or Consultant of the Corporation or of any of its Subsidiaries to whom an Award is granted.

“Plan” means this long-term incentive plan, as amended from time to time.

“Prospectus” means a preliminary prospectus, prospectus, registration statement, information circular or similar offering or disclosure document filed with the appropriate securities regulatory authorities, including amendments, supplements and exhibits thereto and any other documents necessary or incidental thereto to permit a public offering of securities.

“RSU” means a restricted share unit granted under, and subject to restrictions imposed pursuant to, Section 9.

“SAR” means a stock appreciation right granted under, and subject to restrictions imposed pursuant to, Section 6.

“Securities Act” means the Securities Act (Ontario).

“Shareholders Agreement” means the shareholders agreement substantially in the form attached hereto as Schedule B, as the same may be amended from time to time.

“Shares” means the common shares of the Corporation.

“Subsidiary” means with respect to any person which is Controlled by such referent person.

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Any Option granted under this Plan will be in such form as the Board may at the time of such grant approve. The Award Agreement evidencing any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion:

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In connection with any exercise of any Option or SAR and the issuance of Shares thereunder, or the receipt of any Share pursuant to the terms of this Plan or any DSU or RSU (other than, in each case, pursuant to a final Prospectus for which a receipt is issued pursuant to applicable securities laws), a Participant will by the act of delivering the exercise notice (and without any further action on the part of the Participant) represent and warrant to the Corporation that as of the time of such exercise or receipt, as applicable:

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In connection with any exercise of any Option or SAR, or receipt of Shares pursuant to the terms of any DSU or RSU, the Participant will make such additional customary investment representations and warranties as the Corporation may require, including certifying their citizenship and country of residence for tax purposes, and Participant will execute such documents necessary for the Corporation to perfect exemptions from the prospectus requirements under Canadian securities laws, registration under U.S. federal and state securities laws and any other applicable securities laws, as applicable, in each case as the Corporation may reasonably request.

The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan; provided that, the Board may not change any of the terms of the Plan or an Award Agreement in a manner adverse to a Participant in any significant manner without the prior written approval of such Participant; provided further, that to the extent the Board amends the Plan in a manner adverse to a Participant in any significant manner without such Participant’s consent, such Participant will continue to be bound and governed by the terms of the Plan as in effect prior to such amendment.

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SCHEDULE A

JOINDER AGREEMENT

The undersigned hereby agrees, effective as of the date hereof, to become a party to the Shareholders Agreement (as defined in the Long-Term Incentive Plan of Li-Cycle Corp. dated as of November 1, 2019) and, for all purposes of such Shareholders Agreement, the undersigned will included within the term “Shareholder” (as defined in the Agreement”). The address and facsimile number to which notices may be sent to the undersigned is as set out below.

SCHEDULE B

SHAREHOLDERS AGREEMENT

[The Shareholders Agreement has been terminated.]

Exhibit 99.4

LI-CYCLE HOLDINGS CORP.

2021 INCENTIVE AWARD PLAN

SUB-PLAN FOR CANADIAN PARTICIPANTS

ARTICLE 1

PURPOSE

This Sub-Plan for Canadian Participants (as it may be amended or restated from time to time, the “Sub-Plan”) to the Li-Cycle Holdings Corp. 2021 Incentive Award Plan (the “Plan”) is established pursuant to Section 4.5(d) of the Plan to modify the terms and procedures applicable to Awards (as defined below) granted to Canadian Participants (as defined below).

The purpose of this Sub-Plan is to promote the success and enhance the value of Li-Cycle Holdings Corp. (the “Company”) and its Subsidiaries and affiliates by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company shareholders and other stakeholders by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Sub-Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Sub-Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “Administrator” shall mean the entity that conducts the general administration of the Sub-Plan as provided in Article 11. With reference to the duties of the Committee under the Sub-Plan which have been delegated to one or more persons pursuant to Section 11.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws or Canadian Securities Laws from time to time.

2.3 “Applicable Law” shall mean any applicable law, including without limitation: (a) provisions of the ITA, the Securities Act, the Exchange Act, Canadian Securities Laws and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, provincial, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

2.4 “Award” shall mean an Option, a Share Appreciation Right, a Restricted Share award, a Restricted Share Unit award, an Other Share or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Sub-Plan.

2.5 “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Sub-Plan.

2.6 “Board” shall mean the Board of Directors of the Company.

2.7 “Business Combination Agreement” shall mean that certain Business Combination Agreement by and among Peridot Acquisition Corp., Li-Cycle Corp. and Li-Cycle Holdings Corp. dated as of February 15, 2021.

2.8 “Canadian Employee” shall mean a Canadian Participant who is an Employee of the Company or of any Subsidiary.

2.9 “Canadian Participant” shall mean an Eligible Individual who is resident in Canada for the purposes of the ITA or who exercises his or her employment duties in Canada.

2.10 “Canadian Securities Laws” means the Securities Act (Ontario) and the rules and regulations made thereunder and the applicable securities laws in any other province of Canada and the respective rules and regulations made thereunder.

2.11 “Change in Control” shall mean and includes each of the following:

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The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

2.12 “Closing” has the meaning ascribed thereto in the Business Combination Agreement.

2.13 “Closing Date” has the meaning ascribed thereto in the Business Combination Agreement.

2.14 “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.15 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board described in Article 11 hereof.

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2.16 “Company” shall have the meaning set forth in Article 1.

2.17 “Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

2.18 “Director” shall mean a member of the Board, as constituted from time to time.

2.19 “Director Limit” shall have the meaning set forth in Section 4.6.

2.20 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2.

2.21 “Effective Date” shall mean the date the Plan is adopted by the Board, subject to approval by the Company’s shareholders.

2.22 “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.

2.23 “Employee” shall mean any officer or other employee of the Company or of any Subsidiary.

2.24 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Shares (or other securities) and causes a change in the per-share value of the Shares underlying outstanding Awards.

2.25 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.26 “Expiration Date” shall have the meaning given to such term in Section 12.1(c).

2.27 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:

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Notwithstanding the foregoing, with respect to any Award granted on the Closing Date and that are outstanding after the Closing of the transactions contemplated in the Plan of Arrangement, the Fair Market Value shall mean the closing sales price for a Share as quoted on the New York Stock Exchange on the day immediately prior to the Closing Date.

2.28 “Holder” shall mean a person who has been granted an Award.

2.29 “Incumbent Directors’ shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.8(a) or 2.8(c)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

2.30 “ITA” shall mean the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

2.31 “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.32 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 5.

2.33 “Option Term” shall have the meaning set forth in Section 5.4.

2.34 “Organizational Documents” shall mean, collectively, (a) the Company’s certificate of incorporation, notice of articles and articles or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

2.35 “Other Share or Cash Based Award” shall mean a cash payment, cash bonus award, share payment, share bonus award, performance award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 9.1, which may include, without limitation, deferred shares, deferred share units, performance awards, retainers, committee fees, and meeting-based fees.

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2.36 “Plan” shall have the meaning set forth in Article 1.

2.37 “Plan of Arrangement” shall have the meaning ascribed thereto in the Business Combination Agreement.

2.38 “Program” shall mean any program adopted by the Administrator pursuant to the Sub-Plan containing the terms and conditions intended to govern a specified type of Award granted under the Sub-Plan and pursuant to which such type of Award may be granted under the Sub-Plan.

2.39 “Restricted Shares” shall mean Shares awarded under Article 7 that are subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.40 “Restricted Share Units” shall mean the right to receive Shares awarded under Article 8.

2.41 “SAR Term” shall have the meaning set forth in Section 5.4.

2.42 “Securities Act” shall mean the Securities Act of 1933, as amended.

2.43 “Share Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Sub-Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying (a) the difference obtained by subtracting (i) the exercise price per share of such Award from (ii) the Fair Market Value on the date of exercise of such Award by (b) the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

2.44 “Shares” shall mean the common shares of the Company without par value.

2.45 “Sub-Plan” shall have the meaning set forth in Article 1.

2.46 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.47 “Substitute Award” shall mean an Award granted under the Sub-Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or shares, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an Award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

2.48 “Termination of Service” shall mean the date the Holder ceases to be an Eligible Individual and shall include any minimum statutory period of notice of termination, if any, required by applicable employment standards legislation but shall not be extended by and shall not include any period during which the Eligible Individual is in receipt of, or is eligible to receive, any non-working contractual or common law notice or compensation in lieu thereof or severance payments following the actual date of termination of employment for any reason unless expressly (and only to the extent) required by applicable employment standards legislation.

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The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service;. For purposes of the Sub-Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of shares or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares.

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ARTICLE 4

GRANTING OF AWARDS

4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Sub-Plan. No Eligible Individual or other person shall have any right to be granted an Award pursuant to the Sub-Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Sub-Plan shall be voluntary and nothing in the Sub-Plan or any Program shall be construed as mandating that any Eligible Individual or other person shall participate in the Sub-Plan.

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4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Sub-Plan and any applicable Program).

4.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Sub-Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act or National Instrument 55-104 or similar Canadian securities laws (collectively, “Canadian Insider Reporting Rules”), shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) or Canadian Insider Reporting Rules that are requirements for the application of such exemptive rule or Canadian Insider Reporting Rules. To the extent permitted by Applicable Law, the Plan, the Sub-Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule or Canadian Insider Reporting Rules.

4.4 Employment Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary or required by applicable employment standards legislation.

4.5 Non-Employee Director Limit. Notwithstanding any provision to the contrary in the Sub-Plan, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during any calendar year shall not exceed $750,000 in respect of such Non-Employee Director’s service as a member of the Board during such year (the “Director Limit”).

ARTICLE 5

GRANTING OF OPTIONS AND SHARE APPRECIATION RIGHTS

5.1 Granting of Options and Share Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Sub-Plan.

5.2 Option and Share Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Share Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Share Appreciation Right, as applicable, is granted. Notwithstanding the foregoing, in the case of an Option or a Share Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Share Appreciation Right may be less than the Fair Market Value per share on the date of grant for the applicable Holder that is a Canadian Employee; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements in subsection 7(1.4) of the ITA.

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5.3 Option and SAR Term. The term of each Option (the “Option Term”) and the term of each Share Appreciation Right (the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term or SAR Term, as applicable, shall not be more than ten (10) years from the date the Option or Share Appreciation Right, as applicable, if granted to an Eligible Individual.

5.4 Option and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Share Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Notwithstanding the foregoing and unless determined otherwise by the Administrator, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Stock Option) (a) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Law, as determined by the Administrator, or (b) Shares may not be purchased or sold by the applicable Holder due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, then in either case the term of the Option or Share Appreciation Right shall be extended until the date that is thirty (30) days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Administrator; provided, however, in no event shall the extension last beyond the term of the applicable Option or Share Appreciation Right. Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Share Appreciation Right, (a) no portion of an Option or Share Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option or Share Appreciation Right that is exercisable at a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service.

5.5 Early Exercise of Options. The Administrator may provide in the terms of an Award Agreement that the Holder may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested Restricted Shares with respect to any unvested portion of the Option so exercised. Restricted Shares acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.

ARTICLE 6

EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS

6.1 Exercise and Payment. An exercisable Option or Share Appreciation Right may be exercised in whole or in part. However, unless the Administrator otherwise determines, an Option or Share Appreciation Right shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Option or Share Appreciation Right, a partial exercise must be with respect to a minimum number of Shares. Payment of the amounts payable by the Company with respect to Options pursuant to this Article 6 shall be in Shares. Payment of the amounts payable by the Company with respect to Share Appreciation Rights pursuant to this Article 6 shall be in cash, Shares or a combination of both, as determined pursuant to the terms of the applicable Award Agreement.

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6.2 Manner of Exercise. Except as set forth in Section 6.3, all or a portion of an exercisable Option or Share Appreciation Right shall be exercised upon delivery of all of the following to the Secretary of the Company, the share plan administrator of the Company or such other person designated by the Administrator, or his, her or its office, as applicable:

ARTICLE 7

AWARD OF RESTRICTED SHARES

7.1 Award of Restricted Shares. The Administrator is authorized to grant Restricted Shares, or the right to purchase Restricted Shares to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Sub-Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Shares; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Shares to the extent required by Applicable Law.

7.2 Rights as Shareholders. Subject to Section 7.4, upon issuance of Restricted Shares, the Holder shall have, unless otherwise provided by the Administrator, all of the rights of a shareholder with respect to said Shares, subject to the restrictions in the Sub-Plan, any applicable Program and/or the applicable Award Agreement, including the right to vote and the right to receive all dividends and other distributions paid or made with respect to

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the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the Holder to whom such Shares are granted becomes the holder of record of such Restricted Shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares may be subject to the restrictions set forth in Section 7.3. In addition, notwithstanding anything to the contrary herein, with respect to a Restricted Share, dividends which are paid prior to vesting shall accrue or be reinvested, at the Administrator’s sole discretion, and shall only be paid out to the Holder to the extent and at such time that the Restricted Share vests.

7.3 Restrictions. All Restricted Shares (including any shares received by Holders thereof with respect to Restricted Shares as a result of share dividends, share splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Shares are issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.

7.4 Repurchase or Forfeiture of Restricted Shares. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Shares then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Shares or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including, without limitation, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Shares then subject to restrictions shall not lapse, such Restricted Shares shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

ARTICLE 8

AWARD OF RESTRICTED SHARE UNITS

8.1 Grant of Restricted Share Units. The Administrator is authorized to grant Awards of Restricted Share Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. A Holder will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.

8.2 Vesting of Restricted Share Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.

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8.3 Settlement and Payment. At the time of grant, the Administrator shall specify the settlement date applicable to each grant of Restricted Share Units, which in any event shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, , in no event shall the settlement date relating to each Restricted Share Unit occur following the later of (a) the 15th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Share Unit vests; and (b) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Share Unit vests. On the settlement date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited.

8.4 Payment upon Termination of Service. An Award of Restricted Share Units shall be payable only while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Share Unit award may be paid subsequent to a Termination of Service in certain events, including the Holder’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 9

AWARD OF OTHER SHARE OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS

9.1 Other Share or Cash Based Awards. The Administrator is authorized to grant Other Share or Cash Based Awards, including awards entitling a Holder to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions of the Sub-Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Share or Cash Based Award, including the term of the Award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Share or Cash Based Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled.

9.2 Dividend Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Shares, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent and at such

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time that the vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Share Appreciation Rights. Notwithstanding the foregoing and the definition of “Dividend Equivalent”, Dividend Equivalents payable with respect to RSUs granted to a Canadian Employee shall be payable in Shares; and all other Dividend Equivalents granted by the Administrator to a Canadian Employee, whether alone or in tandem with another Award, shall be treated under the Plan and the Sub-Plan as an Award that is separate and distinct from any other Award held or acquired at any time by the Canadian Employee.

ARTICLE 10

ADDITIONAL TERMS OF AWARDS

10.1 Payment. The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Sub-Plan shall be made, including, without limitation: (a) cash, wire transfer of immediately available funds or check, (b) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (c) other form of legal consideration acceptable to the Administrator in its sole discretion, or (d) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Sub-Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Sub-Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

10.2 Tax Withholding.

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10.3 Tax Liability. A Canadian Participant or (or the Canadian Participant’s estate as the case may be) shall be accountable for any income tax that is chargeable on any assessable income deriving from grant, exercise or other dealing in any Awards granted pursuant to the Sub-Plan. The Company or any Subsidiary shall remit the taxes paid or withheld in accordance with the Sub-Plan) to the Receiver General or such other person as required by, and in accordance with, the provisions of the ITA, and any other federal or provincial legislation that requires the Company or any Subsidiary to withhold tax or other amounts in respect of the exercise of an Option or the settlement of an Award, for the benefit of the Canadian Participant on behalf of whom such tax is remitted. Accordingly, the Company or a Subsidiary shall ensure such amounts are reported on the Canadian Participant’s T4 or other tax information slips as required.

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10.4 Awards are Non-Assignable and Non-Transferable. Notwithstanding any provision of the Sub-Plan to the contrary, each Award is personal to a Holder that is a Canadian Participant and is non-assignable and non-transferable. No Award granted under the Sub-Plan shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of by a Holder that is a Canadian Participant, whether voluntarily or by operation of law, otherwise than by testate succession, will or the laws of descent and distribution, and any attempt to do so will cause such Award to terminate and be null and void. During the lifetime of a Holder that is a Canadian Participant, an Award shall be exercisable or capable of settlement only by the Holder and, upon the death of a Holder, the person to whom the rights shall have passed by testate succession or by the laws of descent and distribution may exercise any Award in accordance with the applicable provisions of the ITA and, in particular, section 7 thereof.

10.5 Forfeiture and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

10.6 Conditions to Issuance of Shares.

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10.7 Repricing. Subject to Section 12.2, the Administrator shall not, without the approval of the shareholders of the Company, authorize the amendment of any outstanding Option or Share Appreciation Right to reduce its price per Share,.

10.8 Lock-Up Period. The Company may, in connection with registering the offering of any Company securities under the Securities Act, prohibit Holders from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during any period determined by the underwriter or the Company. In order to enforce the foregoing, the Company shall have the right to place restrictive legends on the certificates of any securities of the Company held by the Holder and to impose stop transfer instructions with the Company’s transfer agent with respect to any securities of the Company held by the Holder until the end of such period.

10.9 Data Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 10.9 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries and details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the

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implementation, administration and management of the Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Holder’s ability to participate in the Plan and, in the Administrator’s discretion the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact their local human resources representative.

ARTICLE 11

ADMINISTRATION

11.1 Administrator. The Committee shall administer the Sub-Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act, the Committee shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Sub-Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator” as used in the Sub-Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6.

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11.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Sub-Plan in accordance with its provisions. The Administrator shall have the power to interpret the Sub-Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Sub-Plan and any Program as are not inconsistent with the Sub-Plan, to interpret, amend or revoke any such rules and to amend the Sub-Plan or any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 10.7 or Section 12.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Sub-Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

11.3 Action by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Sub-Plan. Neither the Administrator nor any member or delegate thereof shall have any liability to any person (including any Holder) for any action taken or omitted to be taken or any determination made in good faith with respect to the Sub-Plan or any Award.

11.4 Authority of Administrator. Subject to the Organizational Documents, any specific designation in the Sub-Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:

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11.5 Decisions Binding. The Administrator’s interpretation of the Sub-Plan, any Awards granted pursuant to the Sub-Plan, any Program or any Award Agreement and all decisions and determinations by the Administrator with respect to the Sub-Plan are final, binding and conclusive on all persons.

11.6 Delegation of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.

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ARTICLE 12

MISCELLANEOUS PROVISIONS

12.1 Amendment, Suspension or Termination of the Plan.

12.2 Changes in Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

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12.3 No Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

12.4 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

12.5 Effect of Plan upon Other Compensation Plans. The adoption of the Sub-Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Sub-Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Sub-Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, shares or assets of any corporation, partnership, limited liability company, firm or association.

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12.6 Compliance with Laws. The Sub-Plan, the granting and vesting of Awards under the Sub-Plan and the issuance and delivery of Shares and the payment of money under the Sub-Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not limited to provincial, state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Sub-Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the Sub-Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.

12.7 Titles and Headings, References to Sections of the Code, Exchange Act, ITA or Canadian Securities Laws. The titles and headings of the Sections in the Sub-Plan are for convenience of reference only and, in the event of any conflict, the text of the Sub-Plan, rather than such titles or headings, shall control. References to sections of the Code, the ITA, Canadian Securities Laws or the Exchange Act shall include any amendment or successor thereto.

12.8 Governing Law. The Sub-Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflicts of laws thereof or of any other jurisdiction.

12.9 Unfunded Status of Awards. The Sub-Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Sub-Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.

12.10 Indemnification. To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator (and each delegate thereof pursuant to Section 11.6) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Sub-Plan or any Award Agreement and against and from any and all amounts paid by him or her, with the Board’s approval, in satisfaction of judgment in such action, suit, or proceeding against him or her; provided that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf and, once the Company gives notice of its intent to assume such defense, the Company shall have sole control over such defense with counsel of the Company’s choosing. The foregoing right of indemnification shall not be available to the extent that a court of competent jurisdiction in

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a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of the person seeking indemnity giving rise to the indemnification claim resulted from such person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.11 Relationship to Other Benefits. No payment pursuant to the Sub-Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.12 Expenses. The expenses of administering the Sub-Plan shall be borne by the Company and its Subsidiaries.

12.13 Securities Law Information. Shares acquired pursuant to the Sub-Plan by Canadian Participants are being sold pursuant to an exemption from the requirement that the Company and/or a subsidiary prepare and file a prospectus with the applicable securities regulatory authorities in Canada. There is currently no public market for the Shares in Canada. The Company currently has no intention of filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the Shares to the public, or listing the Shares on any stock exchange in Canada. Accordingly, notwithstanding any provision of the Sub-Plan to the contrary, to be made in accordance with Canadian Securities Laws, any resale of the Shares in Canada must be made under available statutory exemptions from the prospectus requirements or under a discretionary exemption granted by the applicable Canadian securities regulatory authority.

12.14 Currency. Each Holder that is a Canadian Participant understands that, if any amount paid or remitted by the Holder under the Sub-Plan is made in any currency other than U.S. dollars, such amount will be converted to U.S. dollars, as required, on or prior to the date Shares are purchased under the Plan using a prevailing exchange rate in effect at the time such conversion is performed, as determined by the Company or a Subsidiary, as applicable. Each such Holder understands and agrees that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Holder’s currency of payment and the U.S. dollar that may affect the value of the purchase rights granted to the Holder under the Sub-Plan, or of any amounts due to the Holder under the Sub-Plan or as a result of the subsequent sale of any Shares acquired under the Sub-Plan.

12.15 Tax Treatment. It is intended that the Sub-Plan and all Awards will not be or become a “salary deferral arrangement” as defined in the ITA in respect of a Holder that is a Canadian Employee, and that Options and RSUs will be governed by section 7 of the ITA. The Sub-Plan will be construed, administered, and governed in a manner that effects such intent, and the Company and any Subsidiary will not take any action that would be inconsistent with such intent. Notwithstanding the generality of the foregoing or any provision to the contrary in the Sub-Plan (a) no amendment to the Sub-Plan will cause the Sub-Plan or any Awards granted to a Canadian Employee hereunder to be made without the consent of such Holder if the result of such amendment would be to cause any Award to be or become a “salary deferral arrangement” under the ITA, and (b) section 12.2 of the Sub-Plan will only apply with respect to Options and RSUs to the extent that it does not affect the treatment of such Options and RSUs under sections 7 and 110(1)(d) of the ITA.

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12.16 Language Consent. The parties acknowledge that it is their express wish that the Sub-Plan, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

12.17 Severability. If any provision of the Sub-Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Canadian Participant, such invalidity, illegality or unenforceability will not affect the remaining parts of the Sub-Plan, and the Sub-Plan will be construed and enforced as to such jurisdiction or Canadian Participant as if the invalid, illegal or unenforceable provision had not been included.

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I hereby certify that the foregoing Sub-Plan was duly adopted by the Board of Directors of Li-Cycle Holdings Corp. on August 10, 2021.

/s/ Carl DeLuca

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