FALSE2024Q212/310001828811P6M0.1251Subsequent events
Auditor selection - (b) Appointment of New Independent Registered Public Accounting Firm
As previously disclosed, on March 28, 2024, KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, notified the Company that it had decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor.
On August 7, 2024, the Audit Committee of the Board unanimously approved the selection of Marcum Canada LLP (“Marcum”) to replace KPMG as the Company’s independent registered public accounting firm for the 2024 fiscal year, and the Board recommended that shareholders of the Company vote for the appointment of Marcum at the reconvened annual and special meeting of shareholders of the Company on [October 10, 2024]. Marcum’s appointment is expected to be effective immediately following shareholder approval.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-40733
___________________________
Li-Cycle Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
___________________________
Province of Ontario, Canada
Not Applicable
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
207 Queens Quay West, Suite 590, Toronto, ON, M5J 1A7, Canada
(Address of principal executive offices, including zip code)
(877) 542-9253
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(S)Name of each exchange on which registered
Common shares, without par valueLICYNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 2, 2024, the registrant had 22,500,212 common shares outstanding.

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Page
Item 1A. Risk Factors

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws.
Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this Quarterly Report on Form 10‑Q include but are not limited to statements about: the expectation that Li-Cycle will recover critical battery materials to create a domestic closed-loop battery supply chain for a clean energy future; the expectation that the steps taken under the Cash Preservation Plan will result in cash savings; Li-Cycle’s expectations regarding cash outflows; Li-Cycle’s expectations regarding the DOE Loan; Li-Cycle’s expectations that it will require significant funding before restarting the Rochester Hub project or that it will be able to restart the Rochester Hub project and the cost to complete; Li-Cycle’s expectations that it will be stopping or slowing operations at its remaining operating Spokes and re-evaluating its strategy for bringing on additional Spoke and Hub capacity in the near-term; Li-Cycle’s expectation to recognize revenue from the sale of critical battery materials; Li-Cycle’s expectation regarding other capital expenditures; Li-Cycle’s expectation that it will need to secure an alternative short or long-term financing in the near term or else it will not have sufficient cash and cash equivalents on hand or other resources to support current operations for the twelve months following the filing of this Quarterly Report; expectations related to potential financing and other strategic alternatives; expectations related to the outcome of future litigation, including the disclosure of certain mechanic's liens against the Company and the amount owed; expectations regarding the ability to attract new suppliers; expectations regarding annual growth rate of the number of EVs and hybrids; expectations regarding the price and supply of nickel and cobalt; and expectations regarding expected growth in the amount of LIB materials available for recycling. These statements are based on various assumptions, whether or not identified in this Quarterly Report on Form 10-Q, made by Li-Cycle’s management, including but not limited to assumptions regarding the timing, scope and cost of Li-Cycle’s projects, including paused projects; the processing capacity and production of Li-Cycle’s facilities; Li-Cycle’s expectations regarding workforce reductions; Li-Cycle’s ability to source feedstock and manage supply chain risk; Li-Cycle’s ability to increase recycling capacity and efficiency; Li-Cycle’s ability to obtain financing on acceptable terms or execute any strategic transactions; Li-Cycle’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners; the success of the Cash Preservation Plan, the outcome of the review of the go-forward strategy of the Rochester Hub, Li-Cycle’s ability to attract new suppliers or expand its supply pipeline from existing suppliers; general economic conditions; currency exchange and interest rates; compensation costs; and inflation. There can be no assurance that such assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and which may cause actual results to differ materially from the forward-looking information. The risk factors and cautionary language discussed in the Annual Report on Form 10-K provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:
•our estimated total addressable market;
•risk and uncertainties related to Li-Cycle’s ability to continue as a going concern;
•Li-Cycle’s reliance on the experience and expertise of senior management and key personnel;
•the potential for Li-Cycle’s directors and officers who hold Company common shares to have interests that may differ from, or be in conflict with, the interests of other shareholders;
•Li-Cycle’s insurance may not cover all liabilities and damages;
•Li-Cycle’s reliance on a limited number of commercial partners to generate revenue;
•customer demand for recycled materials;

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•the NYSE may delist our common shares, which could limit investors’ ability to engage in transactions in our common shares and subject us to additional trading restrictions
•Li-Cycle’s failure to effectively remediate the material weaknesses in its internal control over financial reporting that it has identified or its failure to develop and maintain a proper and effective internal control over financial reporting; and
•risk of litigation or regulatory proceedings that could materially adversely impact Li-Cycle’s financial results.
The risk and uncertainties discussed in our Annual Report on Form 10-K, as well as other risks and uncertainties related to Li-Cycle’s business and the assumptions on which the forward-looking information is based are described in greater detail in the sections titled “Part II—Item 1A. Risk Factors”, “Part I—Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statements. Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Unless otherwise indicated, the estimates included in this Quarterly Report on Form 10-Q, including with respect to the size of the EV and hybrid market in North America, price and supply of nickel and cobalt and the supply of battery materials for recycling in North America are based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications, including reports by third party research analysts and publicly available information. These data involve a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. We have not independently verified the accuracy or completeness of the data contained in such sources.

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FREQUENTLY USED TERMS
As used in this Quarterly Report on Form 10-1Q, unless the context otherwise requires or indicates otherwise, references to “we,” “us,” “our,” “Li-Cycle” or the “Company” refer to Li-Cycle Holdings Corp., an Ontario corporation, and its consolidated subsidiaries.
In this document:
“A&R Glencore Convertible Notes” means the Glencore Unsecured Convertible Notes, as amended and restated on March 25, 2024 in connection with the closing of the issuance of the Glencore Senior Secured Convertible Note.
“Alabama Spoke” means Li-Cycle’s Spoke near Tuscaloosa, Alabama, which commenced operations on October 13, 2022.
“Allocation Agreement” the North American Black Mass and Refined Products Allocation Agreement by and between Li-Cycle and certain of its affiliates, Traxys and Glencore.
“Amalgamation” means the amalgamation of Peridot Ontario and NewCo in accordance with the terms of the Arrangement.
“Annual Report on Form 10-K” means the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024, as amended by the Form 10-K/A filed with the SEC on April 29, 2024.
“Arrangement” means the plan of arrangement (including the Business Combination) in substantially the form attached as Annex C to the proxy statement/prospectus forming a part of the registration statement on Form F-4, filed by the Company with the SEC on July 6, 2021.
“Arizona Spoke” means Li-Cycle’s Spoke in Gilbert, Arizona, which commenced operations on May 17, 2022.
“black mass” means a powder-like substance which contains a number of valuable metals, including nickel, cobalt and lithium.
“Black Mass & Equivalents” or “BM&E” means black mass and products analogous to black mass that have a similar metal content.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of February 15, 2021, as amended, by and among Peridot, Li-Cycle Corp. and NewCo.
“B.Riley” means B. Riley Securities, Inc.
“Cash Preservation Plan” means the cash preservation plan initiated on November 1, 2023, which included reducing staffing in its corporate support functions, pausing production at its Ontario Spoke and implementing a plan to manage lower levels of Black Mass & Equivalents production and otherwise slow down operations at its remaining operating Spoke locations in order to reduce expenses and slow cash outflows as well as reviewing existing plans for bringing on additional Spoke capacity and taking other steps to preserve the Company’s available cash while pursuing funding alternatives for the Company and continuing to review the go-forward strategy for the Rochester Hub project.
“common shares” means the common shares of the Company, without par value.
“Company” means Li-Cycle Holdings Corp.
“Consolidated Financial Statements” means the unaudited condensed consolidated interim financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
“Continuance” means the continuance of Peridot from the Cayman Islands under the Companies Act to the Province of Ontario, Canada as a corporation existing under the OBCA.

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“DFS” means definitive feasibility study.
“EV” means electric vehicles.
“Germany Spoke” means Li-Cycle’s Spoke in Magdeburg, Germany, which commenced operations on August 1, 2023.
“Glencore” means Glencore plc and its subsidiaries.
“Glencore Convertible Notes” means the A&R Glencore Convertible Notes and Glencore Senior Secured Convertible Note together with any PIK Notes issued in satisfaction of interest due and payable thereon.
“Glencore Note Purchase Agreement” means the note purchase agreement, dated as of May 5, 2022, between the Company and Glencore Ltd.
“Glencore Senior Secured Convertible Note” means the senior secured convertible note in an aggregate principal amount of $75.0 million issued to an affiliate of Glencore plc on March 25, 2024 pursuant to the Glencore Senior Secured Convertible Note Purchase Agreement, as such note may be amended from time to time.
“Glencore Senior Secured Convertible Note Purchase Agreement” means the agreement dated March 11, 2024 and amended and restated on March 25, 2024, by and between the Company, an affiliate of Glencore plc and the other parties named therein for the issuance of the Glencore Senior Secured Convertible Note.
“Glencore Unsecured Convertible Note” means the unsecured convertible note in the principal amount of $200.0 million due May 31, 2027 issued to Glencore Ltd. pursuant to the Glencore Note Purchase Agreement on May 31, 2022, as such note may be amended from time to time.
“Glencore Unsecured Convertible Notes” means the Glencore Unsecured Convertible Note together with any PIK Notes issued in satisfaction of interest due and payable thereon.
“Glencore Warrants” means warrants to be issued by Li-Cycle to the holder of a Glencore Convertible Note in connection with an optional redemption of such Glencore Convertible Note that entitle the holder to acquire, until the maturity date of such Glencore Convertible Note, a number of common shares equal to the principal amount of the Glencore Convertible Note being redeemed divided by the then applicable conversion price.
“Hub” means a centralized facility for large-scale production of specialty materials that achieves economies of scale in recycling.
“KSP Convertible Note” means the unsecured convertible note in the principal amount of $100.0 million due September 29, 2026 originally issued to Spring Creek Capital, LLC (an affiliate of Koch Strategic Platforms, LLC, being a company within the Koch Investments Group) pursuant to the KSP Note Purchase Agreement on September 29, 2021 and subsequently assigned on May 1, 2022, to one of its affiliates, Wood River Capital, LLC, and amended on May 5, 2022, February 13, 2023 and March 25, 2024, as such note may be further amended from time to time.
“KSP Convertible Notes” means the KSP Convertible Note together with any PIK Notes issued in satisfaction of interest due and payable thereon.
“KSP Note Purchase Agreement” means the Note Purchase Agreement, dated as of September 29, 2021, between the Company and Spring Creek Capital, LLC, and assigned on May 1, 2022, to Wood River Capital, LLC.
“LIB” means lithium-ion batteries, including lithium-ion battery manufacturing scrap and end-of-life lithium-ion batteries.
“LIBOR” means the London Inter-Bank Offered Rate.
“main line processing capacity” means, in relation to Li-Cycle’s Spokes, the capacity to process LIB using Li-Cycle’s patented submerged shredding process or “wet shredding” designed specifically for battery materials that contain electrolyte and have risk of thermal runaway.
“MHP” means mixed hydroxide precipitate, containing nickel, cobalt and manganese.

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“MHP scope” means a scope for the Rochester Hub project that focuses only on those process areas needed to produce lithium carbonate and MHP.
“Moelis” means Moelis & Company LLC.
“NewCo” means Li-Cycle Holdings Corp. prior to the Amalgamation.
“New York Spoke” means Li-Cycle’s operational Spoke in Rochester, New York, which commenced operations in late 2020.
“Norway Spoke” means Li-Cycle’s planned Spoke in Moss, Norway, the development of which is currently paused.
“NYSE” means the New York Stock Exchange.
“OBCA” means the Ontario Business Corporations Act.
“OEM” means an original equipment manufacturer.
“Ontario Spoke” means Li-Cycle’s Spoke in Kingston, Ontario, the operations of which were paused on November 1, 2023 and which has since been closed.
“Peridot” means, before the Continuance, Peridot Acquisition Corp., a Cayman Islands exempt company and, after the Continuance, Peridot Ontario.
“Peridot Ontario” means Peridot as continued under the OBCA following the Continuance.
“PIK Notes” means the additional unsecured convertible notes that may be issued by Li-Cycle from time to time in satisfaction of the interest due and payable on the KSP Convertible Notes, the A&R Glencore Convertible Notes or the Glencore Senior Secured Convertible Note, as the case may be, as such notes may be amended from time to time.
“Planned Portovesme Hub” means the planned joint development project with Glencore to produce critical battery materials at a Hub facility in Portovesme, Italy, the definitive feasibility study for which is currently paused.
“Rochester Hub” means Li-Cycle’s planned, first commercial-scale Hub, under development in Rochester, New York, the construction of which is currently paused.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Share Consolidation” means the share consolidation of all the common shares at a ratio of one post-consolidation common share for every eight pre-consolidation common shares, effective June 3, 2024.
“SOFR” means the Secured Overnight Financing Rate.
“Special Committee” means the Special Committee comprised of independent directors that was established in connection with the comprehensive review of the go-forward strategy of the Rochester Hub project. See “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Liquidity Developments.”
“Spoke” means a decentralized facility that mechanically processes batteries close to sources of supply and handles the preliminary processing of end-of-life batteries and battery manufacturing scrap.
“Traxys” means Traxys North America LLC.
References to “dollar,” “USD,” “US$” and “$” are to U.S. dollars, references to “CA$” and “Cdn. $” are to Canadian dollars and references to “EUR”, “€” are to the common currency of the European Monetary Union.

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This Quarterly Report on Form 10-Q includes certain trademarks, service marks and trade names that we own or otherwise have the right to use, such as “Li-Cycle” and “Spoke & Hub Technologies” which are protected under applicable intellectual property laws and are our property. We have, or are in the process of obtaining, the exclusive right to use such trademarks, service marks and trade names in the countries in which we operate or may operate in the future. This Quarterly Report on Form 10-Q also contains additional trademarks, tradenames, and service marks belonging to other parties, which are the property of their respective owners. Solely for convenience, our trademarks, service marks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. We do not intend our use or display of other parties’ trademarks, tradenames, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.


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PART I. FINANCIAL INFORMATION

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ITEM 1. FINANCIAL STATEMENTS
Index to Unaudited Condensed Consolidated Interim Financial Statements

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Li-Cycle Holdings Corp.
Unaudited condensed consolidated interim statements of operations and comprehensive loss
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
For the three months ended
June 30, 2024		For the three months ended
June 30, 2023		For the six
months ended
June 30, 2024		For the six
months ended
June 30, 2023
Revenue
Product revenue$5.2 $3.1 $7.1 $6.2 
Recycling service revenue3.2 0.5 5.5 1.0 
Total revenue8.4 3.6 12.6 7.2 
Cost of sales
     Cost of sales - Product revenue(17.9)(20.2)(34.9)(39.3)
     Cost of sales - Recycling service revenue(1.5)— (2.4)— 
Total cost of sales(19.4)(20.2)(37.3)(39.3)
Selling, general and administrative expense(15.3)(24.9)(45.9)(47.6)
Research and development(0.6)(1.3)(0.5)(2.2)
Loss from operations$(26.9)$(42.8)$(71.1)$(81.9)
Other income (expense)
Interest income0.9 4.2 1.5 9.2 
Interest expense(15.6)(0.1)(27.1)(1.2)
Foreign exchange gain (loss)(1.3)(0.5)(0.2)(1.0)
Fair value gain on financial instruments34.7 7.3 10.9 6.6 
Debt extinguishment loss (Note 11)— — (58.9)— 
$18.7 $10.9 $(73.8)$13.6 
Net loss before taxes$(8.2)$(31.9)$(144.9)$(68.3)
Income tax— ——(0.1)
Net loss and comprehensive loss$(8.2)$(31.9)$(144.9)$(68.4)
Net loss and comprehensive loss attributable to
Shareholders of Li-Cycle Holdings Corp.(8.2)(32.0)(144.9)(68.3)
Non-controlling interest— (0.1)— (0.1)
Loss per common share - basic and diluted$(0.36)$(1.45)$(6.44)$(3.08)
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

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Unaudited condensed consolidated interim balance sheets
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
June 30,December 31,
20242023
Assets
Current assets
Cash and cash equivalents$57.0 $70.6 
Restricted cash9.6 9.7 
Accounts receivable, net5.7 1.0 
Other receivables1.5 1.9 
Prepayments, deposits and other current assets21.4 56.2 
Inventories, net9.1 9.6 
Total current assets104.3 149.0 
Non-current assets
Property, plant and equipment, net697.8 668.8 
Operating lease right-of-use assets89.9 56.4 
Finance lease right-of-use assets— 2.2 
Other assets7.9 9.6 
795.6 737.0 
Total assets$899.9 $886.0 
Liabilities
Current liabilities
Accounts payable$103.6 $134.5 
Accrued liabilities26.1 17.6 
Deferred revenue0.6 0.2 
Operating lease liabilities9.3 4.4 
Total current liabilities139.6 156.7 
Non-current liabilities
Accounts payable6.3 — 
Deferred revenue5.3 5.3 
Operating lease liabilities85.6 56.2 
Finance lease liabilities— 2.3 
Convertible debt426.4 288.1 
Asset retirement obligations1.0 1.0 
524.6 352.9 
Total liabilities$664.2 $509.6 
Commitments and contingencies (Note 14)
Going concern (Note 1)
Equity
Common stock and additional paid-in capital
Authorized unlimited shares, Issued and outstanding - 22.5 million shares at June 30, 2024 (22.2 million shares at December 31, 2023)
652.5 648.3 
Additional paid-in capital
Accumulated deficit(416.5)(271.6)
Accumulated other comprehensive loss(0.3)(0.3)
Total equity235.7 376.4 
Total liabilities and equity$899.9 $886.0 
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

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Li-Cycle Holdings Corp.
Unaudited condensed consolidated interim statements of equity
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
For the three months endedNumber of common sharesCommon stock and additional paid-in capitalAccumulated deficitAccumulated other comprehensive lossEquity attributable to the shareholders of Li-Cycle Holdings Corp.Non-controlling interestTotal
Balance, March 31, 202422.4$651.6 $(408.3)$(0.3)$243.0 $— $243.0 
Settlement of RSUs0.1——————
Stock-based compensation - RSUs—0.5——0.5—0.5
Stock-based compensation - options—0.4——0.4—0.4
Net loss and comprehensive loss——(8.2)—(8.2)—(8.2)
Balance, June 30, 202422.5652.5(416.5)(0.3)235.7 — 235.7 
Balance, March 31, 202322.1638.7 (170.1)(0.3)468.3 0.2 468.5 
Exercise of stock options0.1— — — — — — 
Stock-based compensation - RSUs—2.8 — — 2.8 — 2.8 
Stock-based compensation - options—1.1 — — 1.1 — 1.1 
Payment to the holders of non-controlling interest in subsidiary—(0.4)— — (0.4)(0.2)(0.6)
Net loss and comprehensive loss—— (31.9)— (31.9)— (31.9)
Balance, June 30, 202322.2$642.2 $(202.0)$(0.3)$439.9 $— $439.9 

For the six months endedNumber of common sharesCommon stock and additional paid-in capitalAccumulated deficitAccumulated other comprehensive lossEquity attributable to the shareholders of Li-Cycle Holdings Corp.Non-controlling interestTotal
Balance, December 31, 202322.2$648.3 $(271.6)$(0.3)$376.4 $— $376.4 
Settlement of RSUs0.3——————
Stock-based compensation - RSUs—3.2——3.2—3.2
Stock-based compensation - options—1.0——1.0—1.0
Net loss and comprehensive loss——(144.9)—(144.9)—(144.9)
Balance, June 30, 202422.5652.5(416.5)(0.3)235.7 — 235.7 
Balance, December 31, 202222.0635.3 (133.6)(0.3)501.4 0.2 501.6 
Settlement of RSUs0.1— — — — — — 
Exercise of stock options0.1— — — — — — 
Stock-based compensation - RSUs—5.5 — — 5.5 — 5.5 
Stock-based compensation - options—1.8 — — 1.8 — 1.8 
Payment to the holders of non-controlling interest in subsidiary—(0.4)— — (0.4)(0.2)(0.6)
Net loss and comprehensive loss—— (68.4)— (68.4)— (68.4)
Balance, June 30, 202322.2$642.2 $(202.0)$(0.3)$439.9 $— $439.9 
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.


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Li-Cycle Holdings Corp.
Unaudited condensed consolidated interim statements of cash flows
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
For the six months ended June 30,
20242023
Operating activities
Net loss for the period$(144.9)$(68.4)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation4.26.9
Depreciation and amortization6.83.9
Foreign exchange loss on translation—0.4
Fair value (gain) on financial instruments(10.9)(6.6)
Bad debt expense—1.1
Inventory write downs to net realizable value(0.2)(0.2)
Loss on write off of fixed assets0.1—
Interest and accretion on convertible debt27.11.2
Interest paid(0.3)—
Debt extinguishment loss (Note 11)58.9—
Non-cash lease expense(0.5)(0.1)
(59.7)(61.8)
Changes in working capital items:
Accounts receivable(4.7)2.3
Other receivables0.45.0
Prepayments and deposits(2.3)(12.1)
Inventories0.85.3
Deferred revenue0.45.4
Accounts payable and accrued liabilities(6.9)(7.9)
Net cash used in operating activities$(72.0)$(63.8)
Investing activities
Purchases of property, plant, equipment, and other assets(15.4)(164.9)
Net cash used in investing activities$(15.4)$(164.9)
Financing activities
Proceeds from convertible debt75.0—
Payments of transaction costs(1.3)—
Purchase of non-controlling interest—(0.4)
Net cash provided (used in) by financing activities$73.7$(0.4)
Net change in cash, cash equivalents and restricted cash(13.7)(229.1)
Cash, cash equivalents and restricted cash, beginning of period80.3517.9
Cash, cash equivalents and restricted cash, end of period$66.6$288.8
Supplemental non-cash investing activities:
Purchases of property and equipment included in liabilities$12.6 $9.8 
Supplemental information:
Bad debt recovery$1.0 $— 
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
1.    Basis of Presentation and Summary of Significant Accounting Polices
The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the SEC and are presented in U.S. Dollars.
These condensed consolidated interim financial statements of the Company, including the condensed consolidated interim balance sheet as of June 30, 2024, the condensed consolidated interim statements of operations and comprehensive loss, condensed consolidated interim statement of equity and condensed consolidated interim statement of cash flows for the six months ended June 30, 2024 and 2023, as well as other information disclosed in the accompanying notes, are unaudited. The condensed consolidated balance sheet at December 31, 2023, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of its financial position as of June 30, 2024, and the results of operations for the three and six months ended June 30, 2024, and 2023, and cash flows for the six months ended June 30, 2024, and 2023, have been included. Interim results are not necessarily indicative of financial results for a full year or any future years or interim periods.
The Company reclassified certain amounts in the condensed consolidated interim financial statements to conform to the current period's presentation.
Going concern
The going concern basis of accounting assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements are issued. Based on its recurring losses from operations since inception, which included losses from operations of $26.9 million and $71.1 million for the three and six months ended June 30, 2024 ($42.8 million and $81.9 million for the three and six months ended June 30, 2023), net cash used in operating activities of $72.0 million during the six months ended June 30, 2024 ($63.8 million for the six months ended June 30, 2023), and the pause on construction of the Rochester Hub project (as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these unaudited condensed consolidated interim financial statements were issued.
As of June 30, 2024, the Company had $9.6 million in restricted cash of which $2.9 million is held as security for waste disposal obligations related to the Germany Spoke operations, and $5.5 million is a bank guarantee against a reservation fee for future battery waste recycling services. Additionally, the Company has funds held as cash collateral with its bank as security for credit cards and a performance bond. As the use of these funds is contractually restricted, and the Company does not have the ability to use these funds for general operating purposes, they are classified as restricted cash in the consolidated balance sheets.
To date, the Company has financed its operations primarily through proceeds received in connection with: (i) the Business Combination; (ii) the concurrent $315.5 million private placement of common shares; and (iii) private placements of other Company securities (including convertible notes and common shares). On March 11, 2024, the Company entered a private placement agreement (the “Glencore Senior Secured Convertible Note Purchase Agreement”) to issue a senior secured convertible note in an aggregate principal amount of $75.0 million to an affiliate of Glencore plc (the “Glencore Senior Secured Convertible Note”) which closed on March 25, 2024. The Company is actively exploring external financing options, including working closely with the United States Department of Energy (“DOE”) to reach a definitive financing agreement. However, there can be no assurance that the Company will be able to secure additional funding at attractive commercial terms or at all. Furthermore, any additional financing, including the recent Glencore Senior Secured Convertible Note investment, may be insufficient to provide adequate liquidity for ongoing operations, to fund the Company’s future growth or capital projects, including the Rochester Hub, or otherwise satisfy any of the Company’s funding needs and obligations. Additional financing will have restrictive covenants that significantly limit the Company’s operating and financial flexibility or its ability to obtain future funding.
In addition, there are inherent risks associated with the Company’s ability to execute its growth strategy. There can be no assurance that the Company will develop the manufacturing capabilities and processes, secure reliable sources of component

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
supply to meet quality, engineering, design or production standards, or meet the required production volumes to grow into a viable, cash-flow-positive business successfully.
These factors, in addition to potential rising inflation, commodity and labor prices and other challenging macroeconomic conditions, have led the Company to undertake mitigation initiatives to strengthen its financial position, enhance liquidity and preserve cash flow, including:
•On October 23, 2023, Li-Cycle announced that it had paused construction work on its Rochester Hub, pending completion of a comprehensive review of the project’s future strategy.
•In connection with the comprehensive review of the go-forward strategy of the Rochester Hub project, the Board of Directors (the “Board”) established the Special Committee to, among other things, (1) oversee and supervise a strategic review of all or any of the Company’s operations and capital projects including its sales, general and administration functions, and (2) consider financing and other strategic alternatives.

•The Special Committee selected Moelis and other advisors to assist with exploring financing options to increase the liquidity of Li-Cycle and strategic alternatives managing short-term liquidity and implementing liquidity generating initiatives.
•On November 1, 2023, the Company initiated the implementation of the Cash Preservation Plan including reducing staffing in its corporate support functions, pausing production at its Ontario Spoke and implementing a plan to manage lower levels of BM&E production and otherwise slow down operations at its remaining operating Spoke locations. As part of the Company’s ongoing efforts under the Cash Preservation Plan, during the quarter ended June 30, 2024, the Company completed the workforce reduction announced on March 26, 2024, affecting approximately 17% of the Company’s workforce, primarily at the corporate level. Similarly, the Company anticipates the closure of the Ontario Spoke and warehouse facility in Kingston in the coming months. The Cash Preservation Plan continues to involve reviewing existing plans for additional Spoke capacity and taking other steps to preserve the Company’s available cash while pursuing funding alternatives and reviewing the go-forward strategy for the Rochester Hub project.
These factors represent material uncertainties that cast substantial doubt about the Company’s ability to continue as a going concern. These unaudited consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate for these unaudited condensed consolidated interim financial statements, adjustments to the carrying value of assets and liabilities or reported expenses may be necessary, and these adjustments could be material.
Impairment of long-lived assets
The Company reviews long-lived assets such as plant and equipment, intangible assets with finite useful lives and ROU assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead, management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable.
For further information and details of the Company’s significant accounting policies, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K, and “Part I. Financial Information—Item 2. Management’s discussion and analysis of financial condition and results of operations - Material Accounting Policies and Critical Estimates” in this Quarterly Report on Form 10-Q.
2.    Accounting Changes
Recently issued accounting standards
Segment Reporting Disclosures

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Standard/Description – Issuance date: November 2023. This guidance requires the disclosure of significant segment expenses that are regularly provided to a company's chief operating decision maker and included within each reported measure of segment profit or loss. The Company must also disclose “other segment items,” which is the difference between segment revenue less significant expenses for each reported measure of segment profit or loss, and a description of its composition. This guidance also requires all segment annual disclosures to be provided on an interim basis.
Effective Date and Adoption Considerations – The guidance is effective for annual periods beginning in 2024, and for interim periods beginning January 1, 2025, and is required to be applied on a retrospective basis to all prior periods presented. Early adoption is permitted. The Company will adopt the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters – The Company is currently evaluating the impact of adoption on its financial statements; however, as the guidance is a change to disclosures only, no impacts to the consolidated financial results are expected.
Income Tax Disclosures
Standard/Description – Issuance date: December 2023. This guidance requires disaggregated disclosure of the tax rate reconciliation into eight categories, with further disaggregation required for items greater than a specific threshold. Additionally, the guidance requires the disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions.
Effective Date and Adoption Considerations – The guidance is effective January 1, 2025 and early adoption is permitted. The Company expects to adopt the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters – The Company is currently evaluating the impact of adoption on its financial statements; however, as the guidance is a change to disclosures only, no impacts to the consolidated financial results are expected.
3.    Revenue – product sales and recycling services
For the three months ended June 30, 2024For the three months ended June 30, 2023For the six months ended June 30, 2024For the six months ended June 30, 2023
Product revenue recognized in the period$5.0 $4.8 $6.4 $12.0 
Fair value pricing adjustments0.2 (1.7)0.7 (5.8)
Product revenue$5.2 $3.1 $7.1 $6.2 
Recycling service revenue recognized in the period3.2 0.5 5.5 1.0 
Revenue$8.4 $3.6 $12.6 $7.2 
During the currently paused construction of the Rochester Hub project, the Company's principal lines of business are the sale of products (including Black Mass & Equivalents and shredded metal) and lithium-ion battery recycling services which together account for 100% of sales. The principal markets for the Company's products and recycling services are the United States, Canada, Germany, and Asia.
Product revenue, and the related trade accounts receivables are measured at initial recognition using provisional prices for the constituent metals on initial recognition and any unsettled sales are remeasured at the end of each reporting period using the market prices of the constituent metals. Changes in fair value are recognized as an adjustment to product revenue, and the related accounts receivable, and can result in gains and losses when the applicable metal prices increase or decrease from the date of initial recognition.
Accounts receivable, net
The Company recognizes current estimated credit losses (“CECL”) for trade receivables not subject to provisional pricing. The CECL for accounts receivable are estimated based on days past due consisting of customers with similar risk characteristics that operate under similar economic environments. The Company determines the CECL based on an evaluation of certain criteria and evidence of collection uncertainty including client industry profile. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately.
The allowance for credit losses as at June 30, 2024 was $nil (December 31, 2023 : $nil) and no expected credit loss provisions were recognized for the six months ended June 30, 2024.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Bad debt expense recovery for the three and six months ended June 30, 2024 was $1.0 million and $1.0 million (Bad debt expense for the three and six months ended June 30, 2023: $0.1 million and $1.1 million).
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition.
Deferred revenue
In the normal course of business, the Company receives advances from customers for the sale of products and the provision of lithium-ion battery recycling services. The table below depicts the activity in the deferred revenue account during the six months ended June 30, 2024 and 2023.
Product Revenue
As atJune 30, 2024December 31, 2023
Balance, beginning of the period
$— $— 
Additions
3.4 — 
Revenue recognized(2.8)— 
Foreign exchange loss— — 
Balance, end of the period
$0.6 $— 
Current deferred revenue0.6 — 
Non-current deferred revenue$— $— 
Service Revenue
As atJune 30, 2024December 31, 2023
Balance, beginning of the period
$5.5 $— 
Additions
— 5.4 
Amounts recognized in product revenue— — 
Foreign exchange revaluation(0.2)0.1 
Balance, end of the period
$5.3 $5.5 
Current deferred revenue— 0.2 
Non-current deferred revenue$5.3 $5.3 
The remaining performance obligation (RPO) relates to the delivery of products or services for which cash has been received in advance. At June 30, 2024, $5.3 million relates to services and is expected to be recognized in 3-5 years, and $0.6 million relates to products and is expected to be recognized in 2024.
4.    Prepayments, deposits and other current assets
As atJune 30, 2024December 31, 2023
Prepaid equipment deposits$0.9$40.1
Prepaid transaction costs10.07.8
Prepaid lease deposits6.15.6
Prepaid insurance5.64.6
Prepaid construction charges0.92.6
Other prepaids4.23.3
Total prepayments, deposits and other current assets$27.7$64.0
Non-current security deposits(6.1)(5.0)
Non-current insurance(0.2)(2.8)
Current prepayments and deposits$21.4$56.2
Other prepaids consist principally of other deposits, prepaid subscriptions and environmental deposits. Non-current security deposits and non-current insurance are recorded in other assets on the condensed consolidated interim statements of financial

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
position. Prepaid transaction costs primarily consist of prepayments made in connection with the conditional commitment with the U.S. Department of Energy Loan Programs Office for a loan.
5.    Inventories, net
As atJune 30, 2024December 31, 2023
Raw materials$—$0.8
Finished goods3.03.7
Parts and tools6.15.1
Total inventories, net$9.1$9.6
The inventory balances for raw materials and finished goods are presented at the lower of cost or net realizable value. For the three and six months ended June 30, 2024, the write down of inventory was $2.0 million and $0.2 million (three and six months ended June 30, 2023: reversal of write down of $2.3 million and $0.2 million). The adjustments are recorded in cost of sales in the unaudited condensed consolidated interim statements of operations and comprehensive income (loss).
6.    Property, plant and equipment, net
As atJune 30, 2024December 31, 2023
Plant equipment$53.3 $55.3 
Computer equipment4.6 4.5 
Vehicles0.2 0.2 
Leasehold improvement13.0 13.5 
Construction in progress - Rochester Hub579.5 547.2 
Construction in progress - Spoke Network38.5 34.7 
Construction in progress - Buildings29.6 29.5 
$718.7 $684.9 
Less – accumulated depreciation(20.9)(16.1)
Total property, plant and equipment, net$697.8$668.8
For the three and six months ended June 30, 2024, $nil and $nil in borrowing costs (for the three and six months ended June 30, 2023: $9.1 million and $16.8 million) were capitalized to assets under construction due to the pause of construction at the Rochester Hub. Depreciation expense for the three and six months ended June 30, 2024 was $2.6 million and $4.8 million compared to $2.0 million and $3.9 million in the corresponding periods of 2023. In the three months ended June 30, 2024, the Company recognized as a reduction in the Construction in progress - Spoke Network amount on the receipt of $5.8 million (€5.3 million) of the $6.9 million (€6.4 million) approved grant for the Germany Spoke from the State of Saxony-Anhalt, Germany.
Refer to Note 14 (Commitments and contingencies) for details of contractual commitments to purchase fixed assets.
7.    Leases
The Company’s lease portfolio is predominantly operating leases for plant operations, storage facilities, and office space. The Company presents operating lease and finance lease balances separately on the consolidated balance sheets. The Company’s finance leases relate to plant operations. The Company does not include options to extend leases in the lease term until they are reasonably certain to be exercised. The following table presents the Company's lease balances and their classification on the unaudited condensed consolidated interim statements of operations and comprehensive loss:

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
June 30, 2024June 30, 2023
Finance lease
Amortization of ROU assets$— $— 
Interest on lease liabilities0.1 — 
Total finance lease cost$0.1$—
Operating lease cost$6.4 $2.3 
Short-term lease cost— — 
Variable lease cost0.8 0.4 
Total lease cost$7.3$2.7
The weighted average remaining lease term of the Company's premises and equipment operating leases is 20.50 years as at June 30, 2024 and 14.48 years as at December 31, 2023. The weighted average remaining lease term of the Company's premises and equipment finance leases is 2.50 years as at June 30, 2024 and 46.78 years as at December 31, 2023.
The weighted average lease discount rate of the Company's premises and equipment operating leases is 8.00% as at June 30, 2024 and 7.69% as at December 31, 2023. The weighted average lease discount rate of the Company's premises and equipment finance leases is 11.56% as at June 30, 2024 and 9.49% as at December 31, 2023.

Supplemental Cash Flow Related DisclosuresFor the six months ended June 30, 2024For the six months ended June 30, 2023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases$6.1 $4.8 
Operating cash flows from finance leases0.1 — 
Financing cash flows from finance leases— — 
Recognition of ROU assets and lease liabilities for new operating leases$36.8 $7.3 
Derecognition of ROU assets and lease liabilities for new finance leases(2.2)— 
Maturities of lease liabilities as of June 30 were as follows:
Operating LeasesFinance Leases
2025$13.7 — 
202613.6 — 
202712.8 — 
202812.1 — 
202911.9 — 
Thereafter161.1 — 
Total future minimum lease payments$225.2 $— 
Imputed interest(130.3)— 
Total lease liabilities$94.9 $— 
At June 30, 2024, none of the Company's executed leases that had not yet commenced will create significant rights or obligations in the future and sublease transactions are not material. There were no restrictions or covenants imposed by the Company’s leases.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
8.    Other assets
As atJune 30, 2024December 31, 2023
Non-current security deposits
$6.1 $5.0 
Non-current insurance
0.2 2.8 
Intangible assets, net
1.6 1.8 
Total other assets$7.9 $9.6 
As of June 30, 2024 and December 31, 2023, the Company's intangible assets consisted of the following:
As atJune 30, 2024December 31, 2023
Internal-use software
$0.6 $0.7 
Cloud computing arrangements
1.3 1.3 
$1.9 $2.0 
Less - accumulated amortization
(0.3)(0.2)
Intangible assets, net
$1.6 $1.8 
Amortization expense relating to cloud computing arrangements is recorded in selling, general and administrative expenses in the unaudited condensed consolidated interim statements of operations and comprehensive loss for the three and six months ended June 30, 2024 is below $0.1 million and $0.1 million (for the three and six months ended June 30, 2023: $nil and nil).
9.    Related party transactions
For information about Li-Cycle’s related party transactions, refer to Note 9 (Related party transactions) to the Consolidated Financial Statements and the section of the Annual Report on Form 10-K titled “Item 13. Certain Relationships and Related Transactions and Director Independence—Certain Relationships and Related Transactions.”
The Company has convertible debt instruments with affiliates of Glencore plc. (“Glencore”). Refer to Note 11 (Convertible debt) for more information.
The Company has agreements with Glencore to sell certain products from its Spokes. During the three and six months ended June 30, 2024, the Company recorded a net loss of below $0.1 million and $0.3 million, respectively, from sales to Glencore, which was driven by losses from the finalization of provisional sales from prior periods, which exceeded sales in the period (revenue from sales to Glencore were $0.3 million and $1.2 million for the three and six months ended June 30, 2023).
On May 31, 2022, the Company entered into agreements with Glencore, pursuant to which the Company pays (i) sourcing fees on feed purchased for the Company's Spokes; and (ii) marketing fees on the sale of Black Mass to third parties. Sourcing fees and marketing fees for the three months ended June 30, 2024 were below $0.1 million, compared to below $0.1 million in the three months ended June 30, 2023. The sourcing fees and marketing fees for the six months ended June 30, 2024, were below $0.1 million (for the six months ended June 30, 2023: below $0.1 million). The net account payable to Glencore as of June 30, 2024 was $0.3 million (net account receivable as of December 31, 2023: $0.2 million).
The Company has engaged Fade In Production Pty. Ltd., which is controlled by certain members of the immediate family of the former interim non-executive Chair of the Company’s Board, to provide it with corporate video production services since 2017. Total expenses were below $0.1 million for the six months ended June 30, 2024 (below $0.1 million for the six months ended June 30, 2023).
In September 1, 2020, the Company engaged Consulero Inc., which is controlled by certain members of the immediate family of the Company's President and Chief Executive Officer, to provide it with technology services in relation to the Company's inventory management system. Total expense and accrual was $nil and below $0.1 million for the three and six months ended June 30, 2024 (below $0.1 million and below $0.1 million for the three and six months ended June 30, 2023, respectively).

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
10.    Accounts payable and accrued liabilities
As atJune 30, 2024December 31, 2023
Accounts payable$109.9 $134.5 
Accrued expenses18.7 14.5 
Accrued compensation7.4 3.1 
Total accounts payable and accrued liabilities
$136.0 $152.1 
Non-current accounts payable(6.3)— 
Current accounts payable and accrued liabilities$129.7 $152.1 
During the six months ended June 30, 2024, the Company reached new agreements and renegotiated certain previous agreements with certain suppliers to extend the payment terms for the amounts invoiced beyond one year. The Company recorded these amounts as non-current accounts payable in the unaudited condensed consolidated interim balance sheet as of June 30, 2024.
On March 25, 2024, the Board approved plans to reduce approximately 17% of its workforce, primarily at the corporate level, as part of the Company’s ongoing efforts to right size and right shape its organization as part of the Cash Preservation Plan. The workforce reduction provides certain executives and non-executives with contractual termination benefits as well as one-time termination benefits. The Company recorded an expense of $0.6 million in cost of sales and $5.4 million in selling, general and administrative expense in the unaudited condensed consolidated interim statements of operations and comprehensive loss for the six months ended June 30, 2024 for contractual termination benefits that are considered severance benefits plans as they are both probable and reasonably estimable as of June 30, 2024.
11.    Convertible debt
As atJune 30, 2024December 31, 2023
KSP Convertible Notes (a)$107.9 $99.1 
Glencore Convertible Notes (b)318.5 189.0 
Total convertible debt at end of the period$426.4 $288.1 
The KSP Convertible Notes and the A&R Glencore Convertible Notes are all unsecured debt instruments and the Glencore Senior Secured Convertible Note is a secured debt instrument. The amount of maturities and sinking fund requirements for convertible debt instruments, with interest components rolled into principal, for each of the next five years are as follows as of June 30:
2025$— 
2026— 
2027164.9 
2028320.1 
2029130.9 
Total$615.9 

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
(a)KSP Convertible Notes
As atJune 30, 2024December 31, 2023
Principal of convertible note at beginning of period$119.3 $110.2 
Issuance of convertible notes7.2 9.1 
Principal of convertible notes at end of the period$126.5 $119.3 
Conversion feature at beginning of period$— $6.0 
Fair value (gain) loss on embedded derivative— (6.0)
Conversion feature at end of period$— $— 
Debt component at beginning of the period$99.1 $85.4 
Debt component issued7.2 9.1 
Accrued interest paid in kind(7.2)(9.1)
Accrued interest expense8.8 13.7 
Debt component at end of period$107.9 $99.1 
Total KSP convertible debt at end of period$107.9 $99.1 
On September 29, 2021, the Company entered into a Note Purchase Agreement (the “KSP Note Purchase Agreement”) with Spring Creek Capital, LLC (an affiliate of Koch Strategic Platforms, LLC, being a subsidiary of Koch Investments Group) and issued an unsecured convertible note (the “KSP Convertible Note”) for a principal amount of $100 million to Spring Creek Capital, LLC. The KSP Convertible Note will mature on September 29, 2026, unless earlier repurchased, redeemed or converted. Interest on the KSP Convertible Note is payable semi-annually, and Li-Cycle is permitted to pay interest on the KSP Convertible Note in cash or by payment in-kind (“PIK”), at its election. Initially, interest payments made in cash were based on an interest rate of LIBOR plus 5.0% per year, and PIK interest payments were based on an interest rate of LIBOR plus 6% per year, with a LIBOR floor of 1% and a cap of 2%. Since July 1, 2023, as the LIBOR interest rate is no longer published, under the terms of the KSP Note Purchase Agreement, the interest rate is instead based on the sum of the SOFR and the average spread between the SOFR and LIBOR during the three-month period ending on the date on which LIBOR ceases to be published, subject to a floor of 1% and cap of 2%. On March 25, 2024, the Company amended the KSP Note Purchase Agreement to modify the interest rate terms of the KSP Convertible Note, by removing the SOFR floor of 1% and cap of 2% and including penalty interest upon an event of default consistent with the penalty interest provision of the Glencore Senior Secured Convertible Note. The amendment was accounted for as a debt modification and no gain or loss was recognized. After the amendment, the effective interest rate of the KSP Convertible Note is 18.7%. Interest payments are based on an interest rate of the SOFR for a tenor comparable to the relevant interest payment period plus 0.58%.
The PIK election results in the issuance of a new note under the same terms as the KSP Convertible Note, issued in lieu of interest payments with an issuance date on the applicable interest date. On May 1, 2022, Spring Creek Capital, LLC assigned the KSP Convertible Note and the PIK note outstanding at that time to an affiliate, Wood River Capital, LLC. The Company has elected to pay interest by PIK since the first interest payment date of December 31, 2021. The KSP Convertible Notes as at June 30, 2024, comprised the following:
NoteDate IssuedAmount Issued
Initial KSP NoteSeptember 29, 2021$100.0 
PIK NoteDecember 31, 20211.8 
PIK NoteJune 30, 20224.1 
PIK NoteDecember 31, 20224.3 
PIK NoteJune 30, 20234.4 
PIK NoteDecember 31, 20234.7 
PIK NoteJune 30, 20247.2 
Total$126.5 
At the option of the holder, the KSP Convertible Notes may be converted into common shares of the Company at a conversion price of $107.44 ($13.43 prior to the Share Consolidation), subject to customary anti-dilutive adjustments. If the Company’s share price is equal to or greater than $139.68 ($17.46 prior to the Share Consolidation), for a period of twenty consecutive days, the Company can force conversion of the KSP Convertible Notes at an amount equal to the sum of principal, accrued but unpaid interest, plus any make-whole amount which equal to the undiscounted interest that would have been payable from the date of

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
conversion to the maturity date. At the Company’s option at any time, the Company can also redeem all of the KSP Convertible Notes at any time for a cash purchase price equal to 130% of the principal plus unpaid interest until maturity. The conversion feature under the KSP Convertible Notes has been recorded as a bifurcated embedded derivative liability since the conversion ratio does not always result in a conversion of a fixed dollar amount of liability for a fixed number of shares due to the optionality of the interest rate utilized on conversion at the Company’s option. The KSP Convertible Notes are also subject to redemption upon a change of control event or an event of default. Under an event of default, redemption happens upon occurrence of an event at the holder’s discretion. Under a change of control event, mandatory redemption happens upon occurrence of an event. Both the change of control and event of default options under the KSP Convertible Notes have been recorded as bifurcated embedded derivative liabilities as the redemption price triggered by these features represents a substantial premium over the principal amount. The bifurcated embedded derivatives are measured at fair value bundled together as a single compound embedded derivative. As at June 30, 2024, no conversions or redemptions had taken place.
The fair value of the compound embedded derivative upon issuance of the KSP Convertible Notes was determined to be a liability of $27.7 million whereas the remaining $72.3 million, net of transaction costs of $1.6 million, was allocated to the principal portion of the debt. During the three and six months ended June 30, 2024, the Company recognized a fair value gain of $0.1 million and less than $0.1 million on the embedded derivatives (for the six months ended June 30, 2023: gain of $0.7 million). The embedded derivatives were valued using the Binomial Option Pricing Model. The assumptions used in the model were as follows:
(Issuance date)
September 29, 2021		December 31, 2023June 30, 2024
Risk free interest rate1.1%4.2%4.8%
Expected life of options5.0 years3.8 years2.3 years
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility66%63%71%
Share Price$12.56$4.76$6.53
Expected volatility was determined by calculating the average implied volatility of a group of listed entities that are considered similar in nature to the Company.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
(b)Glencore Convertible Notes
As atJune 30, 2024December 31, 2023
Principal of convertible note at beginning of period$225.3 $208.1 
Issuance of convertible notes75.0 17.2 
Principal of convertible note at end of period$300.3 $225.3 
Conversion feature at beginning of period$0.4 $16.5 
Change in the period:
Fair value gain for the year ended December 31, 2023— (16.1)
Fair value loss on the conversion features embedded in the A&R Glencore Convertible Notes from January 1, 2024 to March 25, 20241.8 — 
Extinguishment of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification(2.2)— 
Issuance of conversion feature embedded in Glencore Senior Secured Convertible Note59.0 — 
Issuance of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification99.2 — 
Fair value gain on the conversion features from March 26, 2024 to June 30, 2024(12.7)— 
Conversion feature at end of period$145.5 $0.4 
Debt component at beginning of period$188.6 $164.9 
Change in the period:
Issuance of debt component— 17.2 
Accrued interest paid in kind— (17.2)
Accrued interest expense for the year ended December 31, 2023— 23.7 
Accrued interest and accretion expense from January 1, 2024 to March 25, 20245.9 — 
Extinguishment of the debt component related to A&R Glencore Convertible Notes as part of the modification(194.5)— 
Issuance of debt component of the Glencore Senior Secured Convertible Note48.0 — 
Issuance of the debt component of the A&R Glencore Convertible Notes as part of the modification124.4 
Transaction costs(8.6)— 
Accrued interest expense from March 26, 2024 to June 30, 20249.2 — 
Debt component at end of period$173.0 $188.6 
Total Glencore convertible debt at end of period$318.5 $189.0 
Reconciliation of net change in Convertible debt to Debt extinguishment loss in the six months ended June 30, 2024
Extinguishment of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification$(2.2)
Issuance of conversion feature embedded in Glencore Senior Secured Convertible Note59.0 
Issuance of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification99.2 
Total change in the conversion features156.0 
Extinguishment of the debt component related to A&R Glencore Convertible Notes as part of the modification(194.5)
Issuance of debt component of the Glencore Senior Secured Convertible Note48.0 
Issuance of the debt component of the A&R Glencore Convertible Notes as part of the modification124.4 
Total change in the debt components(22.1)
Total net change in convertible debt in the six months ended June 30, 2024 133.9 
Proceeds from convertible debt(75.0)
Debt extinguishment loss$58.9 
On March 25, 2024, the Company amended, restated and consolidated, the Glencore Unsecured Convertible Note and the PIK notes issued thereunder, such that they were split into two tranches, and certain terms of the Glencore Unsecured Convertible Note and the PIK notes issued thereunder were amended, effective from the occurrence of: (a) for the first tranche (the “First

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
A&R Glencore Note”), the earliest of the date that is one month after the effectiveness and initial funding, if any, of a project loan financing for the Rochester Hub, and December 31, 2024, and (b) for the second tranche (the “Second A&R Glencore Note” and together with the First A&R Glencore Note, the “A&R Glencore Convertible Notes”), the earliest of (i) the first commercial production from the Rochester Hub, (ii) construction costs exceeding the construction budget set forth in the project loan financing, and (iii) June 1, 2026 (each such date in the case of the foregoing clauses (a) and (b), an applicable “Modification Date”). Upon the occurrence of the applicable Modification Date, the terms of the applicable A&R Convertible Note shall automatically be modified to be consistent with the corresponding provisions of the Glencore Senior Secured Convertible Note (as defined and described below): the maturity will be amended to be five (5) years from the applicable Modification Date, the interest rate will be amended to match the interest rate applicable to the Glencore Senior Secured Convertible Note, mandatory redemption will be required (including, from the applicable Modification Date, the amount equal to a specified percentage of the excess cash flow generated by the Company and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Company) in a pro rata amount across the A&R Glencore Convertible Notes (to the extent the applicable Modification Date with respect thereto has occurred) and the Glencore Senior Secured Convertible Note), and the Company will provide guarantees and pari passu security for the A&R Glencore Convertible Notes on substantially the same terms with the Glencore Senior Secured Convertible Note. In addition, at each Modification Date, the conversion price for the applicable A&R Glencore Convertible Notes will be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to the applicable Modification Date plus a 25% premium per share, and (y) $79.60 ($9.95 prior to the Share Consolidation) per share. The amendment was accounted for as a debt extinguishment and the Company recorded $58.9 million as a debt extinguishment loss presented in the unaudited condensed consolidated statement of operations and comprehensive loss for the three months ended June 30, 2024. After the amendment, the effective interest rate of the A&R Glencore Convertible Notes and Glencore Senior Secured Convertible Note is 20.6%.
On March 25, 2024, the Company issued the Glencore Senior Secured Convertible Note for an aggregate principal amount of $75 million to Glencore Canada Corporation, a subsidiary of Glencore plc (LON: GLEN). The Glencore Senior Secured Convertible Note will mature on March 25, 2029, unless there is an earlier repurchase, redemption or conversion. Interest on the Glencore Senior Secured Convertible Note is payable semi-annually, with Li-Cycle permitted to pay interest on the Glencore Senior Secured Convertible Note in cash or by PIK, at its election. Interest payments made in cash are based on an interest rate of the SOFR for a tenor comparable to the relevant interest payment period plus 5% per annum if interest is paid in cash or plus 6% per annum if interest is paid in PIK. In the case that an event of default has occurred and is continuing, the interest rate will be the rate stated above, plus one percent (1%) per annum (which additional 1% will be payable in cash). The PIK election results in the capitalization of the interest by adding such interest amounts to the aggregate outstanding principal balance of the Glencore Senior Secured Convertible Note then outstanding on the applicable Interest Date.
All obligations of the Company with respect to the Glencore Senior Secured Convertible Note are guaranteed by Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle U.S. Inc., Li-Cycle Inc., and Li-Cycle North America Hub, Inc (the “Issuance Date Note Guarantors”), each a subsidiary of the Company. Li-Cycle Europe AG and Li-Cycle Germany GmbH (the “Post-Closing Guarantors” and together with the Issuance Date Guarantors, collectively the “Note Guarantors”), both subsidiaries of the Company, are required to guaranty all obligations of the Company with respect to the Glencore Senior Secured Convertible Note as Note Guarantors within a certain time period following the issuance of the Glencore Senior Secured Convertible Note. Effective May 31, 2024, Li-Cycle Europe AG and Li-Cycle Germany GmbH guaranteed all obligations of the Company as noted above. The Company and the Issuance Date Note Guarantors have also granted perfected, first priority security interests (subject to customary exceptions and permitted liens) in all of their respective assets, including intellectual property and a pledge of the equity interests of each other Note Guarantor to secure the obligations of the Company with respect to the Glencore Senior Secured Convertible Note. Within a certain time period following the issuance of the Glencore Senior Secured Convertible Note, the Post-Closing Guarantors are required to grant a perfected, first priority security interest (subject to customary exceptions and permitted liens) in all intra-group receivables owing to them and over all bank accounts held by such entities in their respective jurisdictions of organization and Li-Cycle Europe AG is require to further pledge its equity interests in Li-Cycle Germany GmbH to secure the obligations of the Company with respect to the Glencore Senior Secured Convertible Note. The Post-Closing Guarantors successfully granted a perfected, first priority security interest effective May 31, 2024.
The Company has elected to pay interest by PIK since the first interest payment on the Glencore Unsecured Convertible Note on November 30, 2022. The First A&R Glencore Note, the Second A&R Glencore Note and the Glencore Senior Secured

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Convertible Note are referred to collectively as the “Glencore Convertible Notes”, and as at June 30, 2024, comprised the following:
NoteDate IssuedAmount Issued
First A&R Glencore NoteMarch 25, 2024$116.6 
Second A&R Glencore NoteMarch 25, 2024114.6 
Glencore Senior Secured Convertible NoteMarch 25, 202475.0 
Total306.2 
At the option of the holder, the A&R Glencore Convertible Notes may be converted into common shares of the Company at a conversion price which shall be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to applicable Modification Date plus a 25% premium, and (y) $79.60 ($9.95 prior to the Share Consolidation) per share (the current conversion price of the A&R Glencore Convertible Notes), subject to customary anti-dilutive adjustments. At the option of the holder, the Glencore Senior Secured Convertible Note may be converted into common shares of the Company at a conversion price of $4.24 ($0.53 prior to the Share Consolidation) per share. The conversion feature under the Glencore Convertible Notes has been recorded as an embedded derivative liability as the conversion ratio does not always result in a conversion of a fixed dollar amount of liability for a fixed number of shares due to the optionality of the interest rate utilized on conversion at the Company’s option. The A&R Glencore Convertible Notes are also subject to redemption upon a change of control event or an event of default. Under an event of default, redemption happens upon occurrence of an event at the holder’s discretion. Under a change of control event, mandatory redemption happens upon occurrence of an event. The Glencore Senior Secured Convertible Note is subject to redemption at any time by payment of the required redemption payment. Commencing with the delivery of the financial statements for the fiscal year ending December 31, 2026, the Company will be required to redeem a portion of the outstanding principal amount of the Glencore Senior Secured Convertible Note in an amount equal to a specified percentage of the excess cash flow generated by the Company and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Company). The Company is also required to redeem the Glencore Senior Secured Convertible Note in the event of certain continuing events of default upon request by the holder, certain bankruptcy-related events of default and upon a change of control transaction, unless in each case, the Glencore Senior Secured Convertible Note is first converted by the holder. The change of control, event of default, and mandatory redemption provisions under the Glencore Convertible Notes have been recorded as bifurcated embedded derivative liabilities. The bifurcated embedded derivatives are measured at fair value bundled together as a single compound embedded derivative. As at June 30, 2024, no conversion or redemption had taken place.
In connection with any optional redemption, and with respect to the Glencore Senior Secured Convertible Note and A&R Glencore Convertible Notes, any mandatory redemption and provided that the applicable holder has not elected to convert the Glencore Convertible Notes into common shares, the Company must issue Glencore Warrants to the applicable holder on the optional redemption date or receipt of notice of redemption, as applicable, that entitle the holder to acquire, until the end of the applicable exercise period, a number of common shares equal to the principal amount of the Glencore Convertible Notes being redeemed divided by the then applicable conversion price. The initial exercise price of the Glencore Warrants will be equal to the conversion price as of the applicable redemption date.
The fair value of the embedded derivative liability upon issuance of the Glencore Convertible Notes was determined to be $46.2 million with the remaining $153.8 million, net of transaction costs of $1.3 million, allocated to the initial amortized cost of the host debt instrument. During the three and six months ended June 30, 2024, the Company recognized a fair value gain of $34.7 million and $10.9 million on the embedded derivatives (three and six months ended June 30, 2023: gain of $6.4 million and $5.9 million). The embedded derivatives were valued using the Finite Difference Method. The assumptions used in the model were as follows:
(Issuance date)
May 31, 2022		December 31, 2023June 30, 2024
Risk free interest rate2.9%4.2%
4.3% to 5.3%
Expected life of options5.0 years4.4 years
4.7 to 6.9 years
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility68%63%71%
Share Price$8.15$4.76$6.53
Expected volatility was determined by calculating the average implied volatility of a group of listed entities that are considered similar in nature to the Company.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
12.    Common stock and additional paid-in capital
The following details the changes in issued and outstanding common shares for the three and six months ended June 30, 2024.
(in millions)Number of shares outstandingAmount
Common shares and additional paid-in capital outstanding as at March 31, 202422.4 $651.6 
Settlement of RSUs0.1 — 
Stock-based compensation – RSUs— 0.5 
Stock-based compensation – options— 0.4 
Common shares and additional paid-in capital outstanding as at June 30, 202422.5 $652.5 
Common shares and additional paid-in capital outstanding as at December 31, 202322.2 $648.3 
Settlement of RSUs0.3 — 
Stock-based compensation – RSUs— 3.2 
Stock-based compensation – options— 1.0 
Common shares and additional paid-in capital outstanding as at June 30, 202422.5 $652.5 
At the annual general and special meeting of the Company’s shareholders on May 23, 2024, the shareholders approved an amendment to the Company’s articles to consolidate all of the Company’s issued and outstanding common shares on the basis of a consolidation ratio within a range between two pre-consolidation common shares for one post-consolidation common share and eight pre-consolidation common shares for one post-consolidation common share, and granted to the Board the authority to fix the consolidation ratio. The Board subsequently approved a share consolidation and fixed the consolidation ratio at one post-consolidation common share for every eight pre-consolidation common shares. On June 3, 2024, the Company obtained from the Ontario Ministry of Public and Business Service Delivery a certificate of amendment in respect of the articles of amendment filed to effect a share consolidation of all the common shares at a ratio of one post-consolidation common share for every eight pre-consolidation common shares effective on June 3, 2024 (the “Share Consolidation”). Subsequently, the Company restated the provisions of its existing articles, without any changes to such provisions, by filing restated articles of incorporation on July 18, 2024.
As a result of the Share Consolidation, every eight common shares have been automatically consolidated into one common share. Any fractional shares resulting from the Share Consolidation have been deemed to have been tendered by the holder thereof immediately following the Share Consolidation to the Company for cancellation for no consideration. The Share Consolidation did not affect the total number of authorized common shares or modify any voting rights or other terms of the common shares. The common shares began trading on the NYSE on a post-consolidation basis on June 4, 2024. As a result of the Share Consolidation, the exercise or conversion price and the number of common shares issuable under any of the Company’s outstanding securities that are exercisable or convertible into common shares, including under equity awards, warrants, rights, convertible notes and other similar securities, were proportionally adjusted in accordance with the terms of such securities.
All per share amounts, common shares outstanding and stock-based compensation amounts with respect thereto in the unaudited condensed consolidated interim financial statements have been retroactively adjusted to reflect the Share Consolidation, as if the consolidation occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.
13.    Financial assets and liabilities
Fair value measurements
The Company’s financial assets and financial liabilities measured at fair value on a recurring basis are as follows:

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
As at June 30, 2024BalanceLevel 1Level 2
Accounts receivable (subject to provisional pricing)
$0.4$—$0.4
Conversion feature of convertible debt (refer to Note 11 (Convertible debt))
145.5—145.5
As at December 31, 2023BalanceLevel 1Level 2
Accounts receivable (subject to provisional pricing)$0.6$—$0.6
Conversion feature of convertible debt (refer to Note 11 (Convertible debt))
0.4—0.4
Refer to Note 3 (Revenue – product sales and recycling services) above for additional details related to measurement of accounts receivable and the concentration of credit risk of accounts receivable. Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, goodwill and intangible assets are also subject to non-recurring fair value measurements if they are deemed to be impaired. The impairment models used for non-financial assets depend on the type of asset. There were no material impairments of non-financial assets for the three and six months ended June 30, 2024 and 2023, respectively.
Financial assets and liabilities not measured at fair value
Current Receivables and Payables
Current receivables, prepaids and deposits are financial assets with carrying values that approximate fair value. Accounts payable (including the non-current portion) and other accrued expenses are financial liabilities with carrying values that approximate fair value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy.
14.     Commitments and contingencies
Legal Proceedings
The Company is and may be subject to various claims and legal proceedings in the ordinary course of its business. Due to the inherent risks and uncertainties of the litigation process, we cannot predict the final outcome or timing of claims or legal proceedings. The Company records provisions for such claims when an outflow of resources is considered probable and a reliable estimate can be made. No such provisions have been recorded by the Company.
Shareholder Litigation relating to the October 23, 2023 Announcement of Rochester Hub Construction Pause
Three shareholder lawsuits were launched following the Company’s announcement on October 23, 2023 that it would be pausing construction on the Rochester Hub project, described below.
On November 8, 2023, a putative federal securities class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company, and certain of its officers and directors, on behalf of a proposed class of purchasers of the Company’s common shares during the period from June 14, 2022 through October 23, 2023. On March 15, 2024, the lead plaintiff filed an amended complaint on behalf of a proposed class of purchasers of the Company’s common shares during the period from January 27, 2022 through November 13, 2023. See Hubiack v. Li-Cycle Holdings Corp., et al., 1:23-cv-09894 (S.D.N.Y.) (the “Hubiack Securities Action”). The amended complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and alleges that the defendants issued false and misleading statements regarding the Rochester Hub’s construction budget, costs and timeline, which were allegedly revealed beginning on October 23, 2023, when the Company announced that it would pause construction on the Rochester Hub project. The complaint seeks compensatory damages and an award of costs. On April 12, 2024, the defendants moved to dismiss the amended complaint in its entirety. On June 10, 2024, the court granted the motion to dismiss in full and with prejudice. On July 9, 2024, the lead plaintiff filed a notice of appeal. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
On November 27, 2023, a putative Ontario securities class action claim was filed in the Ontario Superior Court of Justice against the Company and its CEO. The claim was amended on February 8, 2024, again on May 6, 2024, and will be amended once more as a result of the defendants' settled motion (described below). The claim is on behalf of a proposed class of purchasers of the Company’s common shares who acquired their shares during the period from February 27, 2023 through November 10, 2023. The claim, which is captioned as Wyshynski v. Li-Cycle Holdings Corp. et al., Court File No. CV-23-00710373-00CP, alleges common law secondary market misrepresentations. It also seeks an oppression remedy under s. 248 of the Ontario Business Corporations Act, based primarily on allegations of misconduct of senior management. The Wyshynski claim alleges that the Company’s public disclosures through the class period contained misrepresentations because they omitted material facts regarding the cost of the Rochester Hub project and the availability of financing. The Wyshynski claim alleges that the purported

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
misrepresentations were publicly corrected on (i) October 23, 2023, when the Company announced that it would pause construction on the Rochester Hub project; and (ii) November 13, 2023, with the release of the Company’s Q3 2023 earnings report. The putative class includes all Canadian resident beneficial owners who acquired Li-Cycle common shares during the class period and who held some or all of those common shares until after the release of at least one of the alleged corrective disclosures. The claim seeks compensatory damages and an award of costs, along with the appointment of a third party monitor. On April 5, 2024, the defendants moved to stay the action on the basis that New York is the more appropriate forum for the litigation. The defendants agreed to settle the motion on August 1, 2024, in exchange for certain concessions from the plaintiff which resulted in narrowing of the claims and the proposed class. The plaintiff agreed to abandon their claims under the Ontario Securities Act and constrain the class to only the Canadian resident beneficial owners of the Company's shares. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
On December 4, 2023, a putative shareholder derivative action was filed in the Supreme Court of the State of New York, Monroe County, purportedly on behalf of the Company (as nominal defendant) against certain of the Company’s current and/or former officers and directors. The action, which is captioned as Nieves v. Johnston, et. al., Index No. E2023014542 (N.Y. Sup. Ct.), principally concerns the same alleged misstatements or omissions at issue in the Hubiack Securities Action, and asserts common law claims for breach of fiduciary duty, waste, unjust enrichment, and gross mismanagement. The action seeks to recover unspecified compensatory damages on behalf of the Company, an award of costs and expenses and other relief. On February 29, 2024, the parties agreed to stay the action pending resolution of the Hubiack Securities Action. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
Subrogation Liability Claim
On or around January 2, 2024, the Company received a notice of a subrogation liability claim by an insurance company on behalf of one of the other tenants of the New York Spoke’s warehouse. The claim relates to a small fire which occurred at the building on December 23, 2023, involving lithium-ion batteries being stored at the warehouse. The claimant has not provided details of potential damages and the Company’s general liability insurer is providing coverage for this claim, including defense of the claim.
Commercial Claim – Pike Conductor DEV 1, LLC
On January 17, 2024, Pike Conductor DEV 1, LLC (“Pike”) sent the Company a purported notice of default claiming that the Company failed to pay certain amounts in connection with leasing a warehouse and administrative building related to the Rochester Hub, and failed to clear certain liens levied on the property.
On January 26, 2024, the Company filed a lawsuit in New York State Court in Monroe County, seeking an order requiring Pike to amend and restate the agreement as a ground lease and to pay damages of at least $39.0 million - $53.0 million. The Company also sought an order barring Pike from seeking to, among other things, terminate the agreement or evict the Company from the property while the lawsuit is pending. Under the agreement between the parties, Pike agreed to construct the property and lease it to the Company. The Company agreed to finance up to $58.6 million of Pike’s construction costs, including $14.5 million in tenant’s improvements. Based on the agreement between the parties, if, by November 1, 2023, Pike had not repaid the pre-financing costs, less the tenant improvements, then the parties would restate the agreement as a ground lease and the Company would own the Warehouse. To date, the Company has funded approximately $53.5 million of the construction costs.
Following certain court-ordered settlement conferences, the parties reached a settlement. The parties entered into an Amended and Restated Ground Sublease Agreement date May 31, 2024 that provides for, among other things, the resolution of the lawsuit. Following the delivery of certain releases and satisfactions of mechanic’s liens, the parties filed a Stipulation of Discontinuance on June 24, 2024.
Dispute with MasTec, its Subcontractors and other Contractors Regarding Rochester Hub Construction Contract
On April 9, 2024, Mastec Industrial Corp. (“MasTec”) commenced (i) arbitration proceedings against the Company’s subsidiary, Li-Cycle North America Hub, Inc., under the terms of the construction contract for the Rochester Hub project, and (ii) a foreclosure action in the Supreme Court, County of Monroe, New York. The arbitration proceedings are being conducted with the American Arbitration Association and seek recovery of $48.7 million allegedly due under the construction contract for the Rochester Hub project, plus interest, fees, costs and expenses. The Company is defending its interests and has made certain counter-claims against MasTec. Amounts owed, if any, are expected to be determined in the arbitration, and Li-Cycle intends to file a motion for a stay of the foreclosure action pending determination of the arbitration. Additionally, on July 22, 2024, MasTec North America Inc. commenced a separate foreclosure action on behalf of several subcontractors from whom it has taken assignments. Li-Cycle will seek to consolidate this foreclosure action into the already pending MasTec foreclosure action. For reporting purposes, the amount claimed in the arbitration proceedings has been reflected in the Company’s accounts payable.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Contractual Obligations and Commitments
The following table summarizes Li-Cycle’s contractual obligations and other commitments for cash expenditures as of June 30, 2024, and the years in which these obligations are due:
$ millions, undiscountedPayment due by period
Contractual ObligationsTotalLess than1 - 3 years3 - 5 yearsMore than
1 year5 years
Accounts payable and accrued liabilities$136.0$129.7$6.3$—$—
Lease liabilities238.013.726.436.9161.1
Restoration provisions1.60.20.1—1.3
Convertible debt principal375.0—100.0275.0—
Convertible debt interest240.9—64.9176.0—
Total as of June 30, 2024$991.5 $143.6 $197.7 $487.9 $162.4 
As of June 30, 2024, there were $7.4 million in committed purchase orders or agreements for equipment and services, compared to $8.3 million as of December 31, 2023.
15.    Loss per share
For the three months ended June 30, 2024For the three months ended June 30, 2023For the six months ended June 30, 2024For the six months ended June 30, 2023
Total net income (loss)$(8.2)$(32.0)$(144.9)$(68.3)
Weighted average number of common shares (in millions)22.522.122.522.1
Effect of dilutive securities:
Stock options— — — — 
Restricted share units— — — — 
Dilutive number of shares$22.5 $22.1 $22.5 $22.1 
Basic and diluted earnings (loss) per share
$(0.36)$(1.45)$(6.44)$(3.08)
Adjustments for diluted loss per share were not made for the three and six months ended June 30, 2024 and 2023, as they would be anti-dilutive in nature. The following table presents shares (denominated in millions) from instruments that could dilute basic loss per share in the future, but were not included in the calculation of diluted loss per share because they are antidilutive for the periods presented:
As atJune 30, 2024June 30, 2023
Stock options0.4 0.5 
Convertible debt
KSP Convertible Notes
1.2 1.1 
Glencore Convertible Notes
21.2 2.7 
Restricted share units2.2 0.4 
Total25.0 4.7 
16.    Segment reporting
The consolidated financial information presented in these financial statements is reviewed regularly by the Company’s chief operating decision maker (“CODM”) for making strategic decisions, allocations resources and assessing performance. The information review by CODM for decision making purposes aligns with the information provided above in the statements of operations and comprehensive (loss), financial position, and cash flows. The Company’s CODM is its Chief Executive Officer.

Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
The Company’s revenue primarily comes from eight key customers, as shown in the table below. The Company’s remaining customers do not make up significant percentages of these balances. For additional details on product sales and fair value adjustments recognized in the period, refer to Note 3 (Revenue – product sales and recycling services).
Revenue
For the three months ended June 30, 2024For the three months ended June 30, 2023For the six months ended June 30, 2024For the six months ended June 30, 2023
Customer H21.4 %0.0 %20.0 %0.0 %
Customer D20.5 %0.0 %27.4 %0.0 %
Customer E16.0 %1.0 %10.7 %7.3 %
Customer G14.8 %0.0 %20.6 %0.0 %
Customer B3.9 %73.1 %0.7 %14.2 %
Customer A0.0 %0.0 %2.2 %37.4 %
Customer C0.0 %0.0 %0.0 %16.9 %
Customer F0.0 %15.0 %0.0 %15.2 %

During the three months ended June 30, 2024, the Company operated in the United States and Germany, and during the three months ended June 30, 2023, the Company operated in the United States and Canada. Management has concluded that the customers, and the nature and method of distribution of goods and services delivered, if any, to these geographic regions are similar in nature. The risks and returns across the geographic regions are not dissimilar; therefore, the Company operates as a single operating segment.

The following is a summary of the Company’s geographical information:
CanadaUnited StatesGermanyOtherTotal
Revenues
Three months ended June 30, 2024$0.1$7.2$1.1$—$8.4
Three months ended June 30, 20231.42.2——3.6
Six months ended June 30, 20240.210.81.6—12.6
Six months ended June 30, 20230.96.3——7.2
Non-current assets
As at June 30, 2024
$57.8$682.7$29.6$25.5$795.6
As at December 31, 202357.0618.934.926.2737.0
Revenue is attributed to each geographical location based on location of sale.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with the unaudited condensed consolidated interim financial statements included in ”Part I. Financial Information—Item 1. Unaudited Condensed Consolidated Interim Financial Information” in this Quarterly Report on Form 10-Q (the “Consolidated Financial Statements”). All per share amounts, common shares outstanding and stock-based compensation amounts for all periods reflect the effect of our Share Consolidation.
Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the current period presentation. This is annotated where applicable.
In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations about the Company’s financial condition, results of operations and industry that involve risks, uncertainties and assumptions. Actual results and timing of selected events may differ materially from those anticipated by these forward-looking statements as a result of various factors, including those set forth under the section in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K.
Company Overview
Li-Cycle (NYSE: LICY) is a leading global LIB resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycle’s mission is to recover battery- industry material critical to create a domestic closed-loop battery supply chain for a clean energy future. The Company’s proprietary “Spoke & Hub” recycling and resource recovery process is designed (a) at its Spokes, or pre-processing facilities, to process battery manufacturing scrap and end-of-life batteries to produce “black mass”, a powder-like substance which contains a number of valuable metals, and other intermediate products, and (b) at its future Hubs, or post-processing facilities, to process black mass to produce critical materials for the lithium-ion battery supply chain, including lithium carbonate. At its Spokes, the Company produces certain other products analogous to black mass that have a similar metal content, and, as a result, the Company tracks its production using a unit of measure called Black Mass & Equivalents or BM&E.
As at June 30, 2024, Li-Cycle had four operational Spokes in North America and Europe, which were located in Rochester, New York (the “New York Spoke”), Gilbert, Arizona (the “Arizona Spoke”), Tuscaloosa, Alabama (the “Alabama Spoke”) and Magdeburg, Germany (the “Germany Spoke”), and was evaluating the continued development of its first commercial-scale Hub in Rochester, New York (the “Rochester Hub”).
We continue to focus on our review of critical projects, execute against our cash preservation plan and advance funding opportunities.
In the first six months of 2024, we recycled 4,752 tonnes of battery material consisting of full packs, manufacturing scrap and other battery varietals, produced 1,405.1 tonnes and sold 1,158.0 tonnes of BM&E. Through our recycling services, we helped 12 prominent EV manufacturers and 11 key battery cell and material producers fulfill their commitments to responsibly dispose of their battery waste.
During the three and six months ended June 30, 2024, we recognized total revenues of $8.4 million and $12.6 million, respectively, representing an increase of $4.8 million and an increase of $5.4 million, respectively, compared to the same periods in the prior year. During the three and six months ended June 30, 2024, our net loss attributable to common shareholders was $8.2 million and $144.9 million, representing a decrease of $23.8 million and $76.6 million, respectively, compared to the same periods in the prior year. We continue to optimize our existing BM&E production abilities within our Spoke network and focus on further cost reductions and operational efficiencies to conserve cash and bolster our balance sheet.
We completed the second quarter of 2024 with $66.6 million in cash and cash equivalents, representing a decrease of $13.7 million from the end of 2023 and a decrease of $52.2 million as compared to March 31, 2024. Our cash outflows from operating activities were $72.0 million during the six months ended June 30, 2024, compared to $63.8 million during the same period ended June 30, 2023, representing an increase of $8.2 million. Capital expenditures amounted to $15.4 million during the six months ended June 30, 2024, compared to $164.9 million during the same period ended June 30, 2023, representing a decrease of $149.5 million. Capital expenditures have declined since we paused construction of the Rochester Hub and other development projects and we expect to continue to incur reduced capital expenditures until the


restart of Rochester Hub construction. We expect to recommence construction on the Rochester Hub after securing additional financing toward the cost to complete the project, which is currently estimated at $490.9 million.
Management Priorities, Challenges and Business Outlook
Market Update - EV and Battery Material Demand and Feedstock Availability
Generally, the trends in the geographical markets in which Li-Cycle operates (North America, Europe) present the Company with both opportunities and challenges. Our estimates, informed by available market data and our own views, of the long-term demand for EVs and hybrids remains robust in North America and Europe, with an expected approximately 21% compound annual growth rate in the number of vehicles forecasted to be sold between 2024 and 2030, based on an estimated 5.5 million vehicles in 2024 versus 17.0 million vehicles in 2030. However, current macroeconomic and industry trends (e.g., inflationary pressures) have resulted in reduced project commitments to build EV-related supply chains in North America and Europe. Notwithstanding the current challenging global economic environment, the long-term demand for EVs and hybrids remains strong.
Li-Cycle’s current operational activities and product revenue are influenced by the commodity prices for nickel and cobalt. Both nickel and cobalt have experienced recent pricing softness, broadly driven by macroeconomic uncertainties, seasonal patterns and reduced supply-side pressures. Both nickel and cobalt are expected to have a continued supply availability surpluses through 2024 and a forecasted tightening balance of supply relative to demand in 2025. Lithium pricing is pertinent to Li-Cycle’s expected Rochester Hub revenue drivers, in addition to pricing for nickel and cobalt. During the first six months of 2024, the lithium market has had a surplus of available production relative to estimated demand. We believe there has been a reduction in project commitments relating to lithium production outside of China, which is likely to contribute to a forecasted tightening balance of available production relative to demand in 2025.
Including consideration of the dynamics of planned LIB production in North America and Europe, we expect to continue to see significant growth in the amount of LIB materials available for recycling. We estimate that between 2024 and 2027, the amount of battery materials available for recycling in North America and Europe will more than double. This growth in available feedstock is expected to primarily be driven by manufacturing scrap, alongside further growth in after-sales EV batteries, stationary energy storage system and consumer electronic batteries available for recycling. By comparison, we believe the level of post-processing capacity (for the processing of black mass) in North America and Europe in 2024 will be substantially lower than the amount of battery materials available for recycling. These forecasts illustrate that a significant deficit of post-processing capacity for black mass is currently expected in the medium-term in North America and Europe. Additionally, there is continued strong support for the localization of the battery supply chain, including post-processing of black mass (as is planned at Li-Cycle’s Rochester Hub) due to customer and regulatory drivers. These market and demand considerations continue to underpin the long-term proposition for the Rochester Hub.
Rochester Hub Project Review
We are continuing to advance our comprehensive review of the go-forward strategy for the Rochester Hub project.
We have focused our technical review on constructing, commissioning, and operating only those process areas needed to produce two key products: lithium carbonate and MHP. Consistent with our direction in the prior quarter, the construction, commissioning and operating costs for process areas associated with production of nickel sulphate and cobalt sulphate, as originally planned for the Rochester Hub, have not been included in the internal technical review and there are no current plans that include production of nickel sulphate and cobalt sulphate. However, the areas dedicated to the production of nickel sulphate and cobalt sulphate would be left intact under the MHP scope, to allow for the potential construction, completion, and integration of these areas in the future, although no such plans are contemplated at this time. Our technical review has confirmed the technical viability of the MHP process and allows the project to proceed on a schedule aligned with our current expectations regarding the timing and evolution of the battery recycling and EV markets, subject to obtaining required permits, regulatory approvals, if needed and additional financing. We are continuing to develop a more detailed analysis of the MHP scope, and our financing strategy in line with the revised MHP scope. We will require significant additional funding before restarting the Rochester Hub project, on the basis of the MHP scope or otherwise.
Our estimated project cost for the Rochester Hub project, being $960.2 million for the MHP scope, remains the same from our most recent Annual Report on Form 10-K. Our current estimate of cost to complete (“CTC”) is approximately $490.9 million, including $94.3 million of costs incurred but not yet paid as of June 30, 2024. If in the


future we decide to shift to a project scope that includes the production of nickel sulphate and cobalt sulphate, or any other changes to the MHP scope, then the estimated project costs would be higher.
The CTC estimates for the MHP scope are based solely upon our internal technical review, are subject to a number of assumptions, including refining detailed engineering, procurement, construction activities engineering, procurement and construction activities, including the cost of labor and may materially change as we continue to complete our comprehensive review work, including re-engaging and re-bidding construction subcontracts. In addition to the CTC, we will incur costs during the construction pause between October 23, 2023 to the potential project re-start date, which we expect to fund with current cash and required additional interim funding. We will also incur other costs such as working capital, commissioning and ramp-up costs and financing costs which will be included in the full funding solution.
During the six months ended June 30, 2024, we progressed the comprehensive review of its Rochester Hub project, including advancing work with the local market to refine go-forward cost estimates for the MHP scope.
In addition, certain contractors, subcontractors, consultants and suppliers (together, the “lienors”) have filed purported mechanic’s liens against our interests in certain properties in New York State, under New York Lien Law, given alleged delays in making payments to those lienors. On April 9, 2024, one of the lienors, MasTec, commenced arbitration proceedings to seek recovery of $48.7 million allegedly due under the construction contract for the Rochester Hub project, plus interest, fees, costs and expenses. MasTec is also seeking to enforce its lien through a foreclosure action and an affiliate of MasTec has filed a separate foreclosure action. See Note 14 (Commitments and contingencies) to the Consolidated Financial Statements.
Cash Preservation Plan
In the six months ended June 30, 2024, we continued to implement our Cash Preservation Plan, announced in November 2023. Among other things, we commenced closure activities at the Ontario Spoke which has been paused since 2023 and slowed operations at our North American and European Spokes, as we continued to review the timing and BM&E needs of the Rochester Hub. The Ontario Spoke is expected to indefinitely cease activity on or before September 30, 2024.
On March 25, 2024, we made the strategic decision to transition from a regional management structure to a centralized model, which resulted in certain leadership changes, which are anticipated to generate approximately $10 million of annualized savings in payroll and benefits. Effective as of March 26, 2024, Debbie Simpson ceased serving as the Chief Financial Officer of the Company, Richard Storrie ceased serving as the Company’s Regional President, EMEA, and Tim Johnston ceased serving as the Company’s Executive Chair and transitioned to the role of interim non-executive Chair of the Company’s Board, which he held until May 31, 2024, after which he ceased serving on the Board and as an employee. Conor Spollen was appointed as the Chief Operating Officer of the Company, Dawei Li was appointed as the Chief Commercial Officer of the Company, and Craig Cunningham was appointed as the interim Chief Financial Officer and was later appointed to the role of Chief Financial Officer of the Company, effective July 20, 2024.
We continue to re-evaluate our strategy for bringing on additional Spoke and Hub capacity in the near-term, specifically:
•Germany Spoke (Expansion Deferred): Line 1 capacity of 10,000 tonnes per year was operationalized in August 2023. The Company had previously announced that Line 2 capacity of 10,000 tonnes per year and ancillary capacity of up to 10,000 tonnes per year were expected to be built by the end of 2023, but these plans have been deferred (including the application to expand permitted capacity from 25,000 tonnes to 35,000 tonnes per year) and the timing of the Germany Spoke expansion is being re-evaluated as part of the go-forward strategy.
•France Spoke (Expansion Project Paused): The Company had expected to start constructing the France Spoke in 2023 and to commence operations in 2024. This Generation 3 Spoke was expected to have a main line recycling capacity of 10,000 tonnes per year, with optionality to expand to up to 25,000 tonnes per year. These plans have been paused and the timing of the France Spoke is being re-evaluated as part of the go-forward strategy.
•Norway Spoke (Expansion Project Paused): The Company had expected to use its leased facility in Norway initially as a warehouse to support the Germany Spoke operations and then start Spoke operations there in 2024. These plans have been paused and the timing of the Norway Spoke is being re-evaluated as part of the go-forward strategy.
•New Ontario Spoke (Expansion Project Paused Indefinitely): The Company had planned on replacing the existing Ontario Spoke in 2023 with an expanded Generation 3 Spoke and warehouse facility. The Ontario Spoke is expected


to commence closure on or before September 30, 2024 and the replacement plans for new/replacement Spoke have been postponed indefinitely as part of the go-forward strategy.
•Other Spoke Development Projects (Paused Indefinitely): The Company had previously disclosed that it was undertaking a site selection process for a potential new Spoke in Hungary. These plans have been postponed indefinitely as part of the go-forward strategy.
•Planned Portovesme Hub Project (Project Paused): Work on the DFS for the Planned Portovesme Hub project announced in May 2023 has been paused and the project is currently under review with Glencore as well as with the Company as part of the go-forward strategy.
Liquidity and Financing Initiatives
We have incurred net negative operating cash flow since its inception and we expect to continue to generate net negative operating cash flow prior to completing and operating the currently paused Rochester Hub asset. Our liquidity sources consist of our existing cash and cash equivalents, debt, grants, other receivables, and when possible our ATM.
Notwithstanding the potential impacts of the Cash Preservation Plan and other cost reducing activities, we require material funds to support our operations and continue our business. Accordingly, without additional financing in the near term, we will not have adequate liquidity during the 12-month period following June 30, 2024, casting substantial doubt about the Company’s ability to continue as a going concern.
We are actively exploring financing options focused on addressing the Company’s immediate liquidity needs. Refer to the sections “—Liquidity and Capital Resources” below for further discussion.
We continued to progress the closure of the previously announced conditional commitment with the DOE Loan Programs Office for a loan for gross proceeds of up to $375.0 million through the DOE’s Advanced Technology Vehicles Manufacturing program. Subsequent to the announcement of the pause in construction of the Rochester Hub, we continued to work closely with the DOE on reviewing the potential MHP scope as well as key technical, financial and legal work streams to advance toward definitive financing documentation required for closing. This includes, without limitation, determining conditions to drawing on the DOE Loan, reserve amounts and other potential terms of the DOE Loan. We are seeking an increase in the DOE Loan commitment, as part of its revised financing strategy for the Rochester Hub project. We have spent $8.8 million in professional and legal fees since the inception of the DOE Loan process.
The Special Committee is also exploring other financing options and strategic alternatives to secure additional financing required by us to fund a required base equity commitment and required reserve amounts in order to draw down on the contemplated DOE Loan. There can be no assurances that the closing of the DOE Loan or any other financing transaction would be sufficient to restart construction or complete the development of the Rochester Hub.
On April 30, 2024, we received €5.3 million ($5.8 million) of the €6.4 million ($6.9 million) approved grant from the State of Saxony-Anhalt, Germany as a part of the “Improving the Regional Economic Structure” program. Under the financing plan, we are required to fund a proportion of the eligible investment expenditures, to engage at least 38 full-time employees and to provide a security interest in relation to certain equipment.
On March 11, 2024, we entered into the Glencore Senior Secured Convertible Note Purchase Agreement to issue the Glencore Senior Secured Convertible Note. The issuance and sale of the Glencore Senior Secured Convertible Note was completed on March 25, 2024.
In connection with the issuance of the Glencore Senior Secured Convertible Note, Glencore and the Company amended and restated the terms of the Glencore Unsecured Convertible Note, in two tranches.
The Glencore Senior Secured Convertible Note, together with the A&R Glencore Convertible Notes, may result in a change of control of the Company, depending on certain future events, including in the event the Company elects to pay interest in-kind. Assuming the conversion of the A&R Glencore Convertible Notes and the Glencore Senior Secured Convertible Note in full on June 30, 2024, Glencore and its affiliates would beneficially own approximately 49.86% of the common shares on an as-converted basis (based on the total number of outstanding common shares as of June 30, 2024). The Glencore Senior Secured Convertible Note also contains a minimum liquidity covenant that will require us to maintain a minimum amount of liquidity to be set at $10.0 million, to be tested monthly. In addition, the Glencore Senior Secured Convertible Note also contains a capital expenditure covenant that restricts our ability to make capital expenditures in excess of $2.0 million in any transaction or series of related transactions, subject to certain exceptions.


In connection with the closing of the Glencore Senior Secured Convertible Note, the Company also entered into a side letter agreement, pursuant to which it granted to Glencore the right to nominate two additional directors to the Board, in addition to Glencore’s existing nominee to the Board, for a total of three nominees. In addition, for so long as Glencore has the right to designate nominees to the Board, the size of the Board may not exceed nine directors absent written agreement between Glencore and the Company. Both additional Glencore nominees are not to be related parties of Glencore and its affiliates and are to be independent under applicable Ontario securities laws, as well as SEC and NYSE rules. Both additional Glencore nominees will be entitled to payment and indemnification consistent with other non-employee directors and will be eligible for appointment to the committees of the Board. Glencore will agree to cause the Glencore-nominated directors to recuse themselves from any meeting, decision or discussion relating to the convertible notes issued to Glencore or related matters. Upon the occurrence of any vacancy on the Board, Glencore shall be entitled to designate an individual to fill the vacancy, to the extent it has not yet seated its two additional Glencore nominees.
Operational Initiatives
We expect to continue to pause or slow down operations at our operational Spokes in North America over the course of 2024. The Ontario Spoke is expected to indefinitely cease activity on or before September 30, 2024. In the six months ended June 30, 2024, Li-Cycle has focused its commercial activities on supporting key OEM and strategic partners. By focusing on the intake of EV battery packs and modules, including damaged and defective materials, we are increasing our opportunity to earn recycling service revenues and leveraging the main line processing capabilities of its Generation 3 Spokes in Arizona, Alabama and Germany. We are also seeking to maximize the commercial value of our purchased battery cell manufacturing scrap by re-selling these materials, whether directly or after processing through our ancillary lines at its Spokes, directly to third parties, primarily in the Asia-Pacific region.
During the six months ended June 30, 2024, in North America, Li-Cycle entered into a new recycling agreement with a prominent EV OEM for full battery pack batteries and extended an existing agreement with a leading battery cell manufacturer. During the six months ended June 30, 2024, in Europe, we also signed a new recycling agreement, and expanded and amended two existing agreements, for modules and full battery pack batteries with three of the largest automotive EV original equipment manufacturers (OEMs) in Europe as well as signed a new agreement with a major EV battery supplier and a global battery cell manufacturer in Europe. Li-Cycle now has recycling contracts with four of the largest automotive EV OEMs in Europe.
Material Accounting Policies and Critical Estimates
For a description of material accounting policies and critical estimates, refer to Part II, Item 7, Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting policies and, unless otherwise noted below, our estimates since our Annual Report on Form 10-K for the year ended December 31, 2023.
Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.
Updates to significant accounting estimates include:
i.the determination of net realizable value of inventory;
ii.the determination of the useful life of property, plant and equipment;
iii.the valuation and measurement of the convertible debt and the related conversion and redemption features;
iv.the determination of the incremental borrowing rate and lease term for operating lease and finance lease right-of-use assets (“ROU assets”) and operating lease and finance lease liabilities; and
v.the determination of the transaction price used for revenue recognition.
Impairment of long-lived assets
The Company reviews long-lived assets such as plant and equipment, intangible assets with finite useful lives and ROU assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead,


management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable
The long-lived asset impairment test requires the Company to identify its asset groups and test impairment of each asset group separately. Determining the Company’s asset groups and related primary assets requires significant judgment by management. Different judgments could yield different results. The Company’s determination of its asset groups, its primary asset and its remaining useful life, estimated cash flows, cost to complete the assets under construction and timing of the completion are significant factors in assessing the recoverability of the Company’s assets for the purposes of long-lived asset impairment testing.
As of June 30, 2024, the Company had two separate asset groups: its integrated Spoke and future Hub network in North America, and the EMEA Spoke network.
When indicators of impairment exist, long-lived asset impairment is tested using a two-step process. The Company performs a cash flow recoverability test as the first step, which involves comparing the asset group’s estimated undiscounted future cash flows to the carrying value of its net assets. If the net undiscounted cash flows of the asset group exceed the carrying value of its net assets, long-lived assets are not considered to be impaired. If the carrying value exceeds the net undiscounted cash flows, there is an indication of potential impairment and the second step of the long-lived asset impairment test is performed to measure the impairment amount. The second step involves determining the fair value of the asset group. Fair values are determined using valuation techniques that are in accordance with U.S. GAAP, including the income approach. If the carrying value of the asset group’s net assets exceeds its fair value, then the excess represents the maximum amount of potential impairment that will be allocated to long-lived assets in the asset group, with the limitation that the carrying value of each separable asset cannot be reduced to a value lower than its individual fair value.
Impairment was most recently tested as of March 31, 2024 in connection with the on-going pause on the construction work and review of the Rochester Hub project. Refer to Note 2 Summary of Significant Accounting Policies in the Company’s unaudited condensed interim financial statements included in the Company’s Form 10-Q for the three months ending March 31, 2024. For the quarter ended June 30, 2024, the Company has not experienced impairment losses on its long-lived assets on the basis that the net undiscounted cash flows for the asset groups exceed their carrying values.
The determination of the future net undiscounted cash flows used in the last completed recoverability test required significant judgment and estimate, specifically related to the North America asset group and included:
• The determination of the primary asset of the North America asset group being the combination of the ROU asset arising from the ground lease related to the Rochester Hub and the Rochester Hub buildings, due to the fact that they have the longest remaining useful life, the location of the land together with the buildings that are fundamental to the overall future operations of the Rochester Hub site and that the remainder of the equipment for this asset group would have not otherwise been acquired if not for this location and buildings.
• The life of the net undiscounted cash flow model was determined to be approximately 40 years, to address estimation uncertainty relative to the remaining useful life of 49 years for the primary asset and aligning with the renewal options for the ground lease related to the Rochester Hub. The Company considered that it is reasonably certain that it will exercise each renewal option beyond the initial term, up to the maximum of 49 years inclusive of the initial non-cancellable period. To maintain the assets in good working order to generate cash flows over the projected term, sustaining capital expenditures were included based on widely accepted industry guidance from engineering, procurement, construction management firms and institutions such as the Chemical Engineering Plant Cost Index. The total cash flows were reviewed over the 40 years relative to the asset carrying value and it was noted that the carrying value of the asset group could be supported by the cash flows.
• Significant cash inflows:
• Financing to complete the construction of the Rochester Hub is assumed to be available to Li-Cycle. The Company is pursuing funding alternatives in the form of bridge financing, project financing, and additional long-term funding alternatives. Two separate models were considered in order to reflect the impact of potential financing in a binary situation. The model which assumed no funding included significantly lower undiscounted net cash flows, which do not exceed the carrying amount of the North America asset group. If over time Li-Cycle does not obtain financing, there could be an impairment. The model which assumed no funding received a remote weighting when determining the amount of undiscounted net cash flows, but nevertheless, was considered for completeness purposes. When sensitized to consider an equal weighting to the


receipt of funding and lack thereof, the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
• Revenues are driven by the sale of end products from the Rochester Hub in an MHP scope scenario and do not include the construction costs of the process areas required to produce nickel sulphate and cobalt sulphate. The key end product outputs are lithium carbonate and MHP. End product revenues can be further broken into price and volume.
• The Company was required to estimate the commodity prices of the constituent metals under the MHP scope over the 40-year period included in the recoverability test. The Company benchmarked the commodity prices based on external industry publications. The most significant metal contributing to the value of net undiscounted cash flows is lithium. Additionally, the Company was required to estimate the percentage of metal payables that the Company would receive on MHP products being sold (“MHP payables”), which was benchmarked to historical actual and forecasts from offtake partners. The Company further sensitized for the price of commodities (including nickel, cobalt, and lithium) increasing or decreasing by 15% of the forecasted prices for the life of the model. Separately, the Company sensitized MHP payables increasing or decreasing by 10% for the life of the model. Under either sensitized assumption the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
• End product volumes are based on the capacities of the Spoke network and Rochester Hub and further impacted by the Company’s metal recoveries through the Spoke & Hub processes. When sensitized for the Hub recoveries increasing or decreasing by 5% the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
• Significant cash outflows:
• Rochester Hub forecasted commissioning and operating costs which are primarily driven by the cost of reagents, labor, and utilities were developed through an internal engineering and technical report based on the Association for the Advancement of Cost Engineering to a Class 2 standard. When sensitized such that operating costs were to increase or decrease by 10% the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
• The prices that Li-Cycle pays for battery feedstock for the Spoke network are generally tied to commodity prices for the metals contained in those battery feedstocks or products, notably nickel, and cobalt. The Company estimated forecasted commodity prices as discussed above. When sensitized for the price of commodities (including nickel, cobalt, and lithium) increasing or decreasing by 15% of the forecasted prices, the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
• Construction costs to complete the Rochester Hub were developed based on the technical report for an MHP process. While these construction costs are not significant to the overall model, as proven through the sensitivity exercise whereby an increase or decrease of 5% in either direction does not impact the overall conclusion that the undiscounted net cash flows are higher than the carrying value of the North America asset group, they are significant in determining the funding gap which is assumed to be secured as discussed above.
The Company has performed a sensitivity analysis to identify the impact of changes in its significant assumptions on the results of the recoverability test. As part of the sensitivity analysis, management stress tested the point in which a change in each significant assumption will cause the net undiscounted cash flows to no longer exceed the carrying amount of the asset group and then assessed whether such change is reasonable considering the nature of the assumption. Further details as to the sensitivity considered on the most critical inputs are noted above. It was determined that the recoverability test, including the considered impact of the sensitivities analysis shows that the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
Convertible debt instruments
Convertible instruments are assessed to determine classification of the whole instrument and to determine how to account for any conversion features or non-equity derivative instruments. The host instrument (i.e., convertible note element of the outstanding instruments) is classified as a financial liability and recorded at the present value of the Company’s obligation to make future interest payments in cash and settle the redemption value of the instrument in cash. The carrying value of the host instrument is accounted for at amortized cost and is therefore accreted to the original face value of the instrument, over the life, using the effective interest method. The conversion option components of convertible debt instruments issued


by the Company are recorded as financial liabilities, in accordance with the substance of the contractual arrangements and the definitions of a financial liability. If any conversion options require bifurcation as embedded derivatives, such embedded derivative liabilities are initially recognized at fair value and classified as derivatives in the balance sheet. Changes in the fair value of the embedded derivative liabilities are subsequently accounted for directly through the unaudited condensed consolidated statements of operations and comprehensive income (loss) and are included in operating activities in the unaudited condensed consolidated statements of cash flows as non-cash adjustment.
The conversion options are valued using certain directly and indirectly observable inputs and are classified as Level 2 in the fair value hierarchy. In determining the estimated fair value of the conversion options, the Company utilizes the most recent data available including risk-free interest rate, expected life of options, expected dividend yield, expected stock price volatility, and the Company’s share price. The embedded derivatives are valued using the Binomial Option Pricing Model for the KSP Convertible Notes and Finite Difference Method for the Glencore Convertible Notes.
Government Grants
We receive grants from federal, state and local governments in different regions of the world that primarily encourage us to establish, maintain, or increase investment, or employment in the region. Government grants are recorded in our Consolidated Financial Statements in accordance with their purpose as a reduction of expense, or an offset to the related capital asset. The benefit is generally recorded when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. Refer to Note 6 (Property, plant and equipment, net) to the Unaudited Consolidated Financial Statements for grants received during the six months ended June 30, 2024.
Results of Operations
Three months ended June 30,Six months ended June 30,
$ millions, except per share data20242023Change20242023Change
Financial highlights
Revenue$8.4 $3.6 $4.8 $12.6 $7.2 $5.4 
Cost of sales(19.4)(20.2)0.8 (37.3)(39.3)2.0 
Selling, general and administrative expense(15.3)(24.9)9.6 (45.9)(47.6)1.7 
Research and development(0.6)(1.3)0.7 (0.5)(2.2)1.7 
Other income (expense)18.7 10.9 7.8 (73.8)13.6 (87.4)
Income tax— — — — (0.1)0.1 
Net loss(8.2)(31.9)23.7 (144.9)(68.4)(76.5)
Adjusted EBITDA1 loss
(23.4)(41.3)17.9 (50.8)(79.2)28.4 
Loss per common share - basic and diluted(0.36)(1.45)1.09 (6.44)(3.08)(3.37)
Net cash used in operating activities$(37.3)$(38.7)$1.4 $(72.0)$(63.8)$(8.2)
As atJune 30, 2024December 31, 2023Change
Cash, cash equivalents and restricted cash$66.6 $80.3 $(13.7)
1Adjusted EBITDA is a non-GAAP financial measure and does not have a standardized meaning under U.S. GAAP. Refer to the section titled “Non-GAAP Reconciliations and Supplementary Information” below, including a reconciliation to comparable U.S. GAAP financial measures.
Revenue
Li-Cycle recognizes revenue from: (i) sales of products, including Black Mass & Equivalents, and shredded metal; and (ii) providing services relating to recycling of LIB, which includes coordination of inbound logistics and recycling and destruction of batteries. Sales of products are presented net of fair value gains or losses recognized in the period.
The Company’s revenue primarily comes from six key customers. Refer to Note 9 (Related party transactions) in the Consolidated Financial Statements. These key customers are comprised of leading companies in the global battery supply chain, including battery manufacturers, EV OEMs, miners and raw material buyers. For the six months ended June


30, 2024, “Customer D,” a U.S.-based global leader in EV and battery manufacturing, was the largest source of revenue for the Company.
Three months ended June 30,Six months ended June 30,
$ millions, except sales volume2024202320242023
Product revenue recognized in the period$5.0 $4.8 $6.4 $12.0 
Fair value pricing adjustments0.2 (1.7)0.7 (5.8)
Product revenue5.2 3.1 7.1 6.2 
Recycling service revenue recognized in the period3.2 0.5 5.5 1.0 
Revenue$8.4 $3.6 $12.6 $7.2 
Tonnes of BM&E sold1,158 2,093 2,104 2,974 
For the three months ended June 30, 2024, revenue increased to $8.4 million, compared to $3.6 million in the three months ended June 30, 2023, primarily due to an increase in recycling service revenue, as well as favorable changes in fair value pricing adjustments of $1.9 million, primarily related to timing of settlements received from customers.
For the six months ended June 30, 2024, revenue increased to $12.6 million, compared to $7.2 million in the three months ended June 30, 2023, primarily due to an increase in recycling service revenue as well as favorable changes in fair value pricing adjustments of $5.1 million, primarily related to timing of settlements received from customers which were partially offset by a decrease in product revenue.
As of June 30, 2024, 340.9 tonnes of Black Mass & Equivalents were subject to fair value pricing adjustments. Depending on the contractual terms, the BM&E could take up to 12 months to settle after shipment. The table below shows the expected settlement dates for the tonnes of BM&E subject to fair value price adjustments by quarter for the last sixteen months:
June 30, 2024March 31, 2024December 31, 2023September 30, 2023June 30, 2023
271+ days— — 248 1,662 2,450 
181-270 days— 248 151 557 743 
91-180 days248 151 1,372 743 668 
1-90 days93 725 542 1,312 1,116 
Total tonnes341 1,124 2,313 4,274 4,977 
The following tables set out the period end and period average commodity prices for cobalt and nickel:
Market price per tonneAverage market price per tonne
As at June 30,For six months ended June 30,
2024202320242023
Cobalt$24,912 $31,416 $18,390 $33,363 
Nickel16,955 20,075 26,117 23,574 
Recycling service revenue increased by $2.7 million and $4.5 million or 540% and 450% for the three and six months ended June 30, 2024, respectively, as compared to the three and six months ended June 30, 2023 respectively primarily as a result of new service contracts entered into after the first quarter of 2023.

Cost of sales
Cost of revenue attributable to product sales includes direct and indirect materials, labor costs, manufacturing overheads, including depreciation, logistics, maintenance, and facility related expenses. Cost of sales attributable to product revenue also includes charges to write down the carrying value of inventory when it exceeds its estimated net realizable value.
Cost of sales attributable to service revenue includes the cost of the battery materials acquired with the service contract with the remaining product conversion cost being included in cost of sales attributable to product sales.
The Company’s operating Spokes continued to advance through the early operational phase during the quarter ended June 30, 2024. While cost of sales attributable to product revenue decreased $2.3 million and $4.4 million or 11%


and 11% for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 respectively as a result of decreased production levels, the decrease was partially offset by increases in operational repairs and maintenance activities due to inconsistent throughput and limited operating history as well as unfavorable inventory valuation adjustments due to higher operating costs relative to the net realizable value of inventory on hand on a comparative basis.
Cost of sales attributable to service revenue increased by $1.5 million and $2.4 million for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 due to new service contracts entered into after the first quarter of 2023.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased $9.6 million or 39% for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 primarily as a result of decreased personnel costs driven by restructuring initiatives occurring in the fourth quarter of 2023 and throughout the first six months of 2024 of $5.0 million, decrease in stock based compensation of $2.7 million, and decrease in bad debt expense of $1.0 million.
Selling, general and administrative expenses decreased $1.7 million or 4% for the six months ended June 30, 2024 as compared to six months ended June 2023 primarily as a result of decreased personnel costs driven by restructuring activities occurring in the fourth quarter of 2023 and throughout the first six months of 2024 of $2.5 million, a net decrease in share based compensation of $2.5 million, decrease in bad debt expense of $2.0 million and decreases in other administrative costs of $4.0 million, offset by increased professional and legal fees of $7.6 million, related to the Rochester Hub construction pause and legal fees related to the three shareholder lawsuits and mechanic’s liens (See Note 14 (Commitments and contingencies) to the Consolidated Financial Statements).
Research and development
For the three and six months ended June 30, 2024, research and development was an income of $0.6 million and $0.5 million, compared to an expense of $1.3 million and $2.2 million for the corresponding periods in 2023. The $0.6 million and $0.5 million income in research and development for the three and six months ended June 30, 2024 was due to research and development costs related to the Planned Portovesme Hub, which were expensed in the fourth quarter of 2023 and refunded by Glencore in accordance with our cost sharing agreement with Glencore.
Research and development expenses decreased $0.7 million in the three months ended June 30, 2024 and decreased $1.7 million in the six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023, respectively. The decrease was primarily as a result of monies reimbursed by Glencore in accordance with our cost sharing agreement with Glencore as it relates to the Planned Portovesme Hub as well as slowed activities in conjunction with the Cash Preservation Plan as more fully described in section.
Other income (expense)
Other income (expense) consists of interest income, foreign exchange gain or loss, interest expense, and fair value gain on financial instruments. Interest expense represents interest paid in kind (“PIK interest”), actual cash interest costs incurred and any accrued interest payable at a future date, net of interest costs capitalized for qualifying assets where they are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.
Other income (expense) changed favorably in the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 due to favorable fair value adjustments of the Company’s financial instruments of $27.4 million offset by an increase in interest expense of $15.5 million.
Other income (expense) changed unfavorably in the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily driven by the non-cash debt extinguishment loss of $58.9 million and increase in interest expense of $25.9 million.
Net loss
Net loss was $8.2 million and $144.9 million in the three and six months ended June 30, 2024, compared to net loss of $31.9 million and $68.4 million in the comparative periods in 2023. Net loss for the three and six months ended


June 30, 2024 was driven by the factors discussed above, and reduced primarily by the decrease in the selling, general and administrative expenses, and the decrease in other expense.
Adjusted EBITDA loss
Adjusted EBITDA loss was $23.4 million and $50.8 million in the three and six months ended June 30, 2024, compared to $41.3 million and $79.2 million in the corresponding periods of 2023. The primary difference between Adjusted EBITDA loss and net loss for the period is the exclusion of the debt extinguishment loss of $58.9 million related to the Glencore Unsecured Convertible Notes (see Note 11 (Convertible debt) to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q), as well as unrealized fair value gains on financial instruments, interest income, interest expense, and depreciation.
A reconciliation of Adjusted EBITDA loss to net loss is provided in the section titled “Non-GAAP Reconciliations and Supplementary Information” below.
Non-GAAP Reconciliations and Supplementary Information
The Company uses the non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information to investors in measuring the financial performance of the Company and is provided as additional information to complement U.S. GAAP measures by providing a further understanding of the Company’s results of operations from management’s perspective. Adjusted EBITDA does not have a standardized meaning prescribed by U.S. GAAP and the term therefore may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with U.S. GAAP. Accordingly, it should not be considered in isolation nor as a substitute for the analysis of the Company’s financial information reported under U.S. GAAP.
Adjusted EBITDA is defined as earnings before depreciation and amortization, interest expense (income), income tax expense (recovery) adjusted for items that are not considered representative of ongoing operational activities of the business and items where the economic impact of the transactions will be reflected in earnings in future periods. Adjustments relate to fair value loss on financial instruments, debt extinguishment loss and certain non-recurring expenses. Foreign exchange (gain) loss is excluded from the calculation of Adjusted EBITDA. The following table provides a reconciliation of net loss to Adjusted EBITDA (loss).
Three months ended June 30,Six months ended June 30,
unaudited $ millions2024202320242023
Net loss$(8.2)$(31.9)$(144.9)$(68.4)
Income tax———(0.1)
Depreciation and amortization2.62.06.83.9
Interest expense15.60.127.11.2
Interest income(0.9)(4.2)(1.5)(9.2)
EBITDA (loss)$9.1 $(34.0)$(112.5)$(72.6)
Debt extinguishment loss— — 58.9 — 
Restructuring fees1
2.2 —13.7 —
Fair value gain on financial instruments2
(34.7)(7.3)(10.9)(6.6)
Adjusted EBITDA (loss)$(23.4)$(41.3)$(50.8)$(79.2)
1Restructuring charges include: expense related to the workforce reduction approved by the Board on March 25, 2024 which provided certain executives and non-executives with contractual termination benefits as well as one-time termination benefits; Special Committee retainers; professional fees, including legal fees incurred as a result of the three shareholder suits and the mechanic’s liens filed following the construction pause at the Rochester Hub; and expenses related to the implementation of the Cash Preservation Plan.
2Fair value gain on financial instruments relates to convertible debt.
Capital Expenditure
Capital expenditures for the six months ended June 30, 2024 were $15.4 million, compared to $164.9 million in the six months ended June 30, 2023. The $15.4 million capital expenditures in the six months ended June 30, 2024 primarily consisted of payments for equipment and construction materials purchased during previous periods for the Rochester Hub and the Germany Spoke. The decrease in capital expenditures for the six months ended June 30, 2024 was


due to the pause of construction at the Rochester Hub which was the primary driver for capital expenditures for the six months ended June 30, 2023.
Development of Spoke & Hub Network
Operational Updates
Six months ended June 30,
unaudited $ millions, except production data in tonnes20242023Change
Operational Highlights
Capital Expenditure$15.4$164.9(91)%
Production - Black Mass & Equivalents2,7133,572(24)%
Production – Black Mass & Equivalents
The Company produced 2,713 tonnes of Black Mass & Equivalents in the six months ended June 30, 2024, compared to 3,572 tonnes in the corresponding period of 2023. The decrease in production of BM&E was primarily attributable to the pause and slowdown of operations at our North America Spokes.
Li-Cycle has three operational Spokes in North America (the New York Spoke, the Arizona Spoke and the Alabama Spoke) and one operational Spoke in Europe (the Germany Spoke, which commenced operations in August 2023). Since November 1, 2023, production at the Ontario Spoke has been paused and the Company now plans the closure of this operation by September 30, 2024.
The table below outlines current installed Spoke capacity as at June 30, 2024, by Spoke location:
Ancillary Processing
Annual material processing capacity (in tonnes) Main Line¹Dry Shredding²Powder Processing³
Baling4
Total Processing Capacity
New York Spoke5,000 — 3,000 — 8,000 
Arizona Spoke10,000 5,000 3,000 5,000 23,000 
Alabama Spoke10,000 5,000 — — 15,000 
Germany Spoke
10,000 — — — 10,000 
Available Spoke Capacity35,000 10,000 6,000 5,000 56,000 
Notes
1Processes materials using Li-Cycle’s patented submerged shredding process or “wet shredding” specifically for battery materials that contain electrolyte and have risk of thermal runaway.
2Processes materials that do not contain electrolyte, and therefore have less risk of thermal runaway.
3Processes cathode powders to minimize dusting in downstream processes.
4Processes cathode foils into formed cubes for optimizing logistics and downstream processing.
The Company processes end-of-life batteries and certain manufacturing scrap at its Spoke main lines to produce black mass and shredded metal. Other manufacturing scrap acquired by the Company may be processed at the Company’s ancillary lines to produce intermediate products or sold directly third parties.
Li-Cycle’s first commercial Hub was under construction in Rochester, New York until October 23, 2023, when the Company announced a construction pause on its Rochester Hub project, pending completion of a comprehensive review of the go-forward strategy for the project. The Rochester Hub is expected to have a nameplate input capacity to process 35,000 tonnes of BM&E annually (equivalent to approximately 90,000 tonnes or 18 GWh of LIB equivalent feed annually). The facility is expected to have an output capacity of battery-industry critical materials including approximately 7,500 to 8,500 tonnes per annum of lithium carbonate.
Liquidity and Capital Resources
Overview
To date, Li-Cycle has financed its operations primarily through proceeds received in connection with: (i) the Business Combination; (ii) the PIPE Financing; (iii) other private placements of Li-Cycle securities (including convertible


notes and common shares); and (iv) government grants. We have incurred net negative operating cash flow since our inception and we expect to continue to generate net negative operating cash flow. Cash generated at our operating Spokes is consumed by those operations and any shortfalls as well as funds required for general and all other needs are provided through our existing cash, debt, grants and other receivables. Inherently, there can be no guarantee that we can execute our growth strategy, secure appropriate feedstock supply, or develop the operating capabilities necessary to grow into a cash flow positive business.
Accordingly, without additional financing in the near term, we will not have adequate liquidity during the 12-month period following June 30, 2024, casting substantial doubt about our ability to continue as a going concern.
There can be no assurance that we will be able to secure sufficient, additional funding, under reasonable commercial terms or at all, to provide liquidity for ongoing operations, to fund future growth or capital projects, including completion of the Rochester Hub or otherwise satisfy any of our funding needs and obligations. Additional financing is expected to have restrictive covenants that would significantly limit our operating and financial flexibility or our ability to obtain future financing.
See the following sections for more details regarding our material cash requirements and sources and conditions of liquidity.
Material Cash Requirements
As discussed in and subject to the factors in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management Priorities, Challenges and Business Outlook - Rochester Hub Project Review in this Quarterly Report on Form 10-Q, our primary need for liquidity is to fund on-going working capital requirements of our business during the comprehensive review of the paused Rochester Hub project and go-forward strategy in addition to funding existing capital commitments related to the paused Rochester Hub project. We will require additional funding to restart the construction of the Rochester Hub which has an estimated cost to complete of $490.9 million inclusive of $94.3 million to settle various existing Hub commitments included in accounts payable.
We have no material debt maturities until September 29, 2026 and no requirements to pay cash interest associated with our convertible debt until September 29, 2026 under the Company’s option to elect PIK interest. See Note 11 (Convertible debt) to the Consolidated Financial Statements for further details on our convertible debt.
Excluding Rochester Hub related commitments referred to above, we have $41.7 million of accounts payable as at June 30, 2024, and in the twelve months following June 30, 2024, we anticipate cash lease payments of $10.7 million primarily related to facilities costs and $4.4 million of cash severance costs related the March 2024 restructuring.
We continue to experience net negative cash flows from operations, and notwithstanding the potential impacts of the Cash Preservation Plan and other cost reducing activities, we require material funds to support our operations and continue our business.
Sources and Conditions of Liquidity
Our sources to fund our operations and continued construction of the Rochester Hub are predominantly from our existing available cash, unreceived grants, sales of BM&E and services, other receivables and proceeds from future financing, if and when available. On June 28, 2024, the Company entered into an ATM issuance sales agreement having an aggregate offering price of $75 million. We intend to utilize any proceeds from the sale of common shares under the ATM towards our short-term liquidity needs and on-going operating, corporate and other costs. We can provide no assurance as to whether we will be able to raise funds through the sale of our common shares under the ATM.
As further noted in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management Priorities, Challenges and Business Outlook - Liquidity and Financing Initiatives, we continue to progress toward a definitive financing agreement with the U.S. Department of Energy. We cannot know or guarantee when, if ever, or how much, if any, funds will be available or received from the on-going DOE loan process.
See Note 6 (Property, plant and equipment, net) to the Consolidated Financial Statements for details of the $5.8 million (€5.3 million) conditional grant received from the State of Saxony-Anhalt, Germany. By financing a portion of eligible capital expenditures before May 31, 2025, we may become eligible to receive the remaining €1.1 million of the


approved grant. At June 30, 2024, we satisfy and, although there can be no guarantee, we expect to continue to satisfy the conditions of the grant through the required period. In the future, should we not meet the conditions of the grant, all or part of the grant could be cancelled and we could be required to return funds provided by the grant.
During the six months ended June 30, 2024, we reached new agreements and renegotiated certain previous agreements with certain suppliers to extend the payment terms for $6.3 million of trade accounts payable beyond one year. We expect to pay, in aggregate, $1.5 million in interest over the collective terms of the deferrals. The Company recorded these amounts as non-current accounts payable in the unaudited condensed consolidated interim balance sheet as of June 30, 2024.
Cash, cash equivalents and restricted cash were $66.6 million as at June 30, 2024, compared to $80.3 million as at December 31, 2023. Cash, cash equivalents and restricted cash as at June 30, 2024 included proceeds received from the issuance of the Glencore Senior Secured Convertible Note and restricted cash of $9.6 million.
At June 30, 2024, we had convertible debt of $426.4 million. For details regarding our indebtedness, see Note 11 (Convertible debt) to the Consolidated Financial Statements.
Cash Flows Summary
Presented below is a summary of Li-Cycle’s operating, investing, and financing cash flows for the six months ended June 30, 2024 and 2023:
Six months ended June 30,
$ millions20242023
Net cash used in operating activities$(72.0)$(63.8)
Net cash used in investing activities(15.4)(164.9)
Net cash provided (used in) by financing activities73.7(0.4)
Net change in cash, cash equivalents and restricted cash$(13.7)(229.1)
Net Cash Used in Operating Activities
For the six months ended June 30, 2024, net cash used in operating activities were approximately $72.0 million, compared to $63.8 million in the corresponding period of 2023 and were driven by an increase in selling, general and administrative disbursements included in expenses in prior periods and expenses related to legal fees incurred as a result of the three shareholder suits and mechanic’s liens filed following the construction pause at the Rochester Hub and other non-recurring restructuring costs.
The cash expenditures related to the shareholder lawsuits and lien related activities during the six months ended June 30, 2024 was $5.7 million. The non-recurring cash restructuring costs of $11.2 million during the six months ended June 30, 2024 include severance costs for certain executives and non-executives pursuant to contractual termination benefits related to the March 2024 workforce reduction, as well as consulting, legal and Special Committee fees.
See note Note 6 (Property, plant and equipment, net) to the Consolidated Financial Statements for details of the $6.9 million (€6.4 million) conditional grant received from the State of Saxony-Anhalt, Germany, included as a reduction in cash used in operating activities as it relates to capital assets and development costs.
Net Cash Used in Investing Activities
For the six months ended June 30, 2024, net cash used in investing activities were $15.4 million, and primarily consisted of payments for equipment and construction materials purchased during previous periods for the Rochester Hub and Germany Spoke, compared to net cash used in the investing activities of $164.9 million in the corresponding period of 2023. Net cash used in investing activities in the six months ended June 30, 2023 were driven by the development of the Rochester Hub through the acquisition of equipment and construction materials.
Net Cash Provided by (Used In) Financing Activities
For the six months ended June 30, 2024, net cash provided by financing activities were $73.7 million, compared to $0.4 million used in the corresponding period of 2023, and were primarily driven by $75.0 million of gross proceeds


received from the issuance of the Glencore Senior Secured Convertible Note on March 25, 2024 net of $1.3 million of transaction costs.

Recent Accounting Pronouncements
From time to time, new accounting standards, amendments to existing standards, and interpretations are issued by the FASB. Unless otherwise discussed, and as further highlighted in Note 2 (Accounting Changes) to the Consolidated interim Financial Statements, Li-Cycle is in the process of assessing the impact of recently issued standards or amendments to existing standards that are not yet effective.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Li-Cycle is exposed to various risks in relation to financial instruments. The main types of risks are currency risk and interest rate risk. While Li-Cycle may enter into hedging contracts from time to time, any change in the fair value of the contracts could be offset by changes in the underlying value of the transactions being hedged. Furthermore, Li-Cycle does not have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.
Foreign Currency Risk
The Company is exposed to currency risk as its cash is mainly denominated in U.S. dollars, while its operations also require Canadian dollars and other currencies in addition to U.S. dollars. As at June 30, 2024, the impact of a 5% change in these respective currencies versus the U.S. dollar, would result in an immaterial impact. Furthermore, Li-Cycle does not have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.
Interest Rate Risk
Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company is exposed to interest rate risk, as it has variable interest rate debt that includes an interest rate floor and cap. The Company does not expect changes in interest rates to have a material impact on its business and does not engage in interest rate hedging activities.
Credit and Liquidity Risks
Credit risk associated with cash is minimal as the Company deposits the majority of its cash with large Canadian and U.S. financial institutions above a minimum credit rating and with a cap on maximum deposits with any one institution. The Company’s credit risk associated with receivables is managed through the use of credit assessments, credit limits, and payment terms with customers, as well as requiring payment in advance where the assessed credit risk warrants it, and exposure to potential loss is also assessed as minimal.
The Company’s revenue and accounts receivable primarily come from large multinational OEMs and dominant market participants.
Management is assessing its liquidity risk management framework for the management of the Company’s short-term, medium and long-term funding and liquidity requirements.
Market Risks
The Company is exposed to commodity price movements for the inventory it holds and the products it produces. Commodity price risk management activities are currently limited to monitoring market prices. The Company’s revenues are sensitive to the market prices of the constituent payable metals contained its products, notably cobalt and nickel. The Company does not engage in commodity price hedging activities.
The following table sets out the Company’s exposure, as of June 30, 2024 and December 31, 2023, in relation to the impact of movements in the cobalt and nickel price for the provisionally invoiced sales volume of BM&E by metric tonne:

As at June 30, 2024
Cobalt
Nickel
Tonnes subject to fair value pricing adjustments340.9340.9
10% increase in prices
$—$—
10% decrease in prices
$—$—
As at December 31, 2023
Cobalt
Nickel
Tonnes subject to fair value pricing adjustments2,313.02,313.0
10% increase in prices
$0.2$0.3
10% decrease in prices
$(0.2)$(0.3)


The following table sets out the period end commodity prices for cobalt and nickel as at June 30, 2024 and December 31, 2023:
As at June 30, 2024
Market price per tonne
Cobalt
$24,912
Nickel
$16,955
As at December 31, 2023
Market price per tonne
Cobalt
$28,660
Nickel
$16,250
Capital Risk Management
The Company’s objective when managing its capital is to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net cash (cash and cash equivalents after deducting convertible debt) and equity of the Company (comprising issued share capital and other reserves). The Company is not subject to any externally imposed capital requirements as of June 30, 2024.
ITEM 4 CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
Li-Cycle’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, its Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2024, its disclosure controls and procedures were not effective, due to the material weaknesses in the Company’s internal control over financial reporting described below.
Changes in Internal Control Over Financial Reporting

Management is responsible for establishing, maintaining and assessing the effectiveness of internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Li-Cycle has identified material weaknesses in its ICFR. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Li-Cycle’s financial statements will not be prevented or detected on a timely basis.
As reported in Li-Cycle’s Annual Report on Form 10-K, management has concluded ICFR was not effective due to the following material weaknesses:
•The Company did not maintain an effective control environment due to insufficient number of experienced personnel with the appropriate technical training to allow for a detailed review of transactions that would identify errors in a timely manner.
•The Company did not maintain an effective risk assessment process to identify all relevant risks of material misstatement and to evaluate the implications of relevant risks on its ICFR, resulting from the insufficient number of experienced personnel described above.
•The Company did not maintain effective information and communication processes, related to insufficient communication of internal control information and the operating ineffectiveness of its IT general controls to ensure the quality and timeliness of information used in control activities, including related to service organizations.
•As a consequence of the above, the Company had ineffective process-level and financial statement close controls, primarily due to a lack of sufficient documentation to provide evidence of the operating effectiveness of controls.


Plan for Remediation of Material Weaknesses
During the three months ended June 30, 2024, Li-Cycle continued to implement its remediation plan to address the material weaknesses and their underlying causes, and strengthen all elements of the Company’s ICFR program, including:
•Building its internal competency in technical accounting, financial reporting and internal controls to enhance its ability to execute detailed review of transactions to identify errors in a timely manner.
•Enhancing the risk assessment process to allow for the timely identification of risks of material misstatement and the impact of changes in the business that impact financial reporting risks.
•Strengthening processes to communicate internal control information and addressing operating deficiencies in IT general controls.
•Improving the quality of internal control evidence documentation to demonstrate operating effectiveness in process-level and financial statement close controls.
Although Li-Cycle continues to advance its remediation plan, the Company will not be able to conclude that it has remediated the material weaknesses until all relevant controls are fully implemented and have operated effectively for a sufficient period of time. The Company will continue to provide updates as it progresses through its remediation plan.
Except for the steps taken to address the material weaknesses in the Company’s ICFR as described above, no changes in the Company’s ICFR occurred during the three and six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of the material pending legal proceedings, see Note 14 (Commitments and contingencies) to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and the section titled “Item 3. Legal Proceedings” in our Annual Report on Form 10-K
ITEM 1A RISK FACTORS
We describe our existing risk factors in “Item 1A. Risk Factors” of our Annual Report on Form 10-K. Other than as described below, there have been no material changes in our risk factors disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K.

There is substantial doubt about Li-Cycle’s ability to continue as a going concern.
As of June 30, 2024, Li-Cycle’s net loss and net cash used in operating activities amounted to $8.2 million and $72.0 million, respectively. Li-Cycle has also incurred significant losses since inception, expects to incur net losses in the future and has a declining cash balance. Li-Cycle expects to continue to have a net cash outflow from operations for the foreseeable future as it continues its comprehensive review of the Rochester Hub and go-forward strategy in addition to funding existing and remaining capital commitments related to its Rochester Hub and general business operations. Certain contractors, subcontractors, consultants and suppliers (together, the “lienors”) have also filed purported mechanic’s liens against the Company’s interests in certain properties in New York State related to the Rochester Hub project, under New York Lien Law, given alleged delays in making payments to those lienors. As at August 1, 2024, there were liens on the Company’s interests in the Rochester Hub property filed by contractors and suppliers to the Company of approximately $65.1 million and filed by subcontractors to the Company’s contractors of approximately $38.7 million, as well as liens on the Company’s interests in the warehouse and administrative building for the Rochester Hub filed by the Warehouse Landlord of approximately $5.1 million. Such liens may restrict the Company’s ability to dispose of its interest in such properties or pledge its interests in such properties as collateral for future financing arrangements while they remain in place. In addition, the lienors may enforce their liens by court action and courts may cause the Company’s interest in the applicable properties to be sold to satisfy such liens. There can be no assurances that any efforts by the Company to negotiate payment plans with the lienors will be successful, timely or on terms favorable to the Company. Further, the lienors could have priority over the Company’s shareholders in the event of bankruptcy or similar proceedings and, as a result, the amount of distributions our shareholders could receive in such bankruptcy or a similar proceeding could be


reduced. On April 9, 2024, one of the lienors, MasTec commenced arbitration proceedings to seek recovery of $48.7 million allegedly due under the construction contract for the Rochester Hub project, plus interest, fees, costs and expenses. MasTec is also seeking to enforce its lien through a foreclosure action and an affiliate of MasTec has filed a separate foreclosure action. We are not able to predict with any reasonable degree of certainty the outcome of any such proceedings and regardless of the outcome of the arbitration or any future foreclosure action, such proceedings could result in substantial costs to the Company, divert management's attention and resources and harm our business, prospects, financial condition and results of operations. See and Note 14 (Commitments and contingencies) to the Consolidated Financial Statements and incorporated by reference hereto. In addition, there are inherent risks associated with the ability of the Company to execute its growth strategy and there can be no assurance that the Company will develop the manufacturing capabilities and processes, meet quality, engineering, design or production standards, or to meet the required production volumes to successfully grow into a viable, cash flow positive, business. Other circumstances such as a continued rise in inflation, commodity and labor prices and other challenging macroeconomic conditions may also arise, which could have a material and adverse effect on the Company’s cash flow and anticipated cash needs, which in turn could result in significant additional funding needs. As a result, if Li-Cycle is unable to source additional short or long-term financing in the near term, it will not have sufficient cash and cash equivalents on hand to support current operations for the twelve months following the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. The Company will require a significant amount of financing in order to meet its funding needs. This casts substantial doubt upon the Company’s ability to continue as a going concern without access to additional capital through financing transactions or otherwise. There are no assurances that Li-Cycle will be able to address its liquidity needs, including by raising sufficient capital when needed and may therefore need to significantly modify or terminate operations or dissolve and liquidate our assets under applicable bankruptcy laws or otherwise.
Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure, as well as disrupt our operations.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy, including coverage for director and officer liability, general liability, property liability, automobile liability, U.S. workers’ compensation liability as well as coverage for our U.S. facilities. In addition, our operations (including any potential future operations such as our Rochester Hub, the Planned Portovesme Hub project and possible future additions to our Spoke network, notwithstanding the current pause on those projects) and future expansion plans, are subject to risks inherent in the lithium-ion battery recycling industry and risks associated with the construction and development of new facilities, including potential liability which could result from, among other circumstances, personal injury, environmental claims or property damage, some of which may not be insured or fully covered at any time by insurance. The availability of, and the ability to collect on, insurance coverage is subject to various factors some of which are beyond our control and is not guaranteed to cover any or all of our losses in every circumstance. Li-Cycle’s insurance coverage at any time may also be inadequate to fully cover hazard risk exposures related to any such operational risks.
Li-Cycle has no control over changing conditions and pricing in the insurance marketplace and the cost or availability of various types of insurance may change dramatically in the future. Moreover, Li-Cycle may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements or at all. For example, Li-Cycle is currently in the process of extending and/or renewing its insurance policies and there can be no assurance that such policies will be extended and/or renewed on favorable terms or at all. In addition, if any of Li-Cycle’s landlords for its Spoke facilities is unable to obtain insurance coverage, Li-Cycle may have to seek such coverage from its own insurance providers and there can be no assurance that such efforts will be successful. Any failure to obtain adequate insurance as well as the occurrence of a significant uninsured loss, or a loss in excess of the insurance coverage limits maintained by Li-Cycle, could materially adversely affect Li-Cycle’s business, results of operations and financial condition.
Li-Cycle relies on a limited number of commercial partners to generate most of its current and expected revenue.
Li-Cycle relies on a limited number of commercial partners from whom we generate most of our revenue. Li-Cycle has focused its commercial activities on supporting key OEM and strategic partners. By focusing on the intake of EV battery packs and modules, including damaged and defective materials, we are increasing our opportunity to earn recycling service revenues. We directly sell a portion of our products to third parties under short term contracts. We are also seeking to maximize the commercial value of our purchased battery cell manufacturing scrap by re-selling a portion of these materials, whether directly or after processing through the ancillary lines at its Spokes, directly to third parties, primarily in the Asia-Pacific region. In selling directly to third parties, we may assume additional risks, including credit risk and transportation risk. Given that these third-party contracts are generally short-term commitments, there can be no assurances


that we will continue to obtain or renew such contracts on similarly favorable terms, which could have a material adverse effect on our business, results of operation and financial condition.
Li-Cycle has entered into two off-take agreements with Traxys covering: (i) 100% of its production of black mass from Li-Cycle’s North American Spokes, other than such black mass as Li-Cycle has determined (in its sole discretion) is required for internal purposes at Li-Cycle’s Hubs, and (ii) 100% of its production of certain end products from Li-Cycle’s Rochester Hub, being lithium carbonate, nickel sulphate, cobalt sulphate, manganese carbonate and graphite concentrate. Li-Cycle has also entered into additional off-take agreements with Glencore, covering substantially all of its other Spoke and Hub products. Effective March 25, 2024, pursuant to the terms of the Allocation Agreement, Traxys has waived its rights over 50% of the volume of black mass and refined products that would otherwise have been sold to Traxys under the Company’s existing commercial agreements with Traxys, and such material has been deemed to be Glencore-committed material under the terms of the Company’s commercial agreements with Glencore. The risk and uncertainties subject to the Glencore agreement are outlined in our Annual Report on Form 10-K.
The NYSE may delist our common shares, which could limit investors’ ability to engage in transactions in our common shares and subject us to additional trading restrictions.
Our common shares are listed on the NYSE.
On December 20, 2023, we received written notice from the NYSE (the “Trading Standards Notice”) indicating that we were not in compliance with Rule 802.01C of the NYSE Manual because the average closing price of our common shares was less than $1.00 over a consecutive 30 trading-day period. On June 20, 2024, we were notified by the NYSE that we comply with Rule 802.01C of the NYSE Manual. If in the future we fail to comply with any applicable continued listing requirements, the NYSE may subsequently delist our common shares.
If the NYSE were to delist our common shares, we could face significant material adverse consequences, including:
•a limited availability of market quotations for our securities;
•a limited amount of news and analyst coverage for the Company; and
•a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.
Failure to develop and maintain effective internal control over financial reporting could have a material adverse effect on our business, results of operations and the trading price of our common shares.
The Company is required to comply with Section 404 of the Sarbanes-Oxley Act, which requires, among other things, that the Company evaluate annually the effectiveness of its internal control over financial reporting. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Li-Cycle prior to the Business Combination. Section 404(a) of the Sarbanes-Oxley Act requires management to assess and report annually on the effectiveness of internal control over financial reporting and to identify any material weaknesses in internal control over financial reporting. Additionally, Section 404(b) of the Sarbanes-Oxley Act, which applied to us in fiscal 2023 as a large accelerated filer, requires the independent registered public accounting firm to issue an annual report that addresses the effectiveness of internal control over financial reporting.
Li-Cycle has identified material weaknesses in our internal control over financial reporting, see the section titled “Item 1A. Risk Factors — Risks Relating to Li-Cycle’s Business — Li-Cycle has identified material weaknesses in its internal control over financial reporting. If its remediation of such material weaknesses is not effective, or if it fails to develop and maintain a proper and effective internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired”. For the fiscal 2023 report of KPMG LLP, our registered public accounting firm at the time, see the section titled “Item 9A. Attestation Report of Registered Public Accounting Firm”.
If we continue to identify deficiencies in our internal control over financial reporting or if we are unable to comply with the requirements applicable to us as a public company in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. If this occurs, we also could become subject to sanctions or investigations by the SEC or other regulatory authorities.




Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are applicable to the Company, including under Section 404 of the Sarbanes-Oxley Act, including because of the impact of the Workforce Reduction plan and additional steps that the Company expects to take in the near-term to right-size and right-shape our organization based on our go-forward strategic objectives and the Cash Preservation Plan, including taking additional steps in the near term to significantly reduce the workforce, including with respect to corporate positions. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if required, our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, or expresses an adverse opinion, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our share price may be materially adversely affected.
We expect to continue to incur costs related to our internal control over financial reporting in the upcoming years to further improve our internal control environment.
Our executive officers and directors may have interests different than yours and may take actions with which you disagree.
Li-Cycle’s executive officers and directors have a significant stake in the Company and are likely to have influence over any critical decisions relating to Li-Cycle. Li-Cycle’s executive officers and directors collectively hold, directly or indirectly, approximately 14.83% of the Company’s outstanding common shares as of June 30, 2024. Our co-Founder, President, CEO and director, Ajay Kochhar held approximately 13.88% of the Company's outstanding common shares as of June 30, 2024. Our other Co-Founder, Tim Johnston, ceased serving as our Executive Chair on May 26, 2024, and on May 31, 2024, ceased serving as our interim Non-Executive Chair and as an employee. As of June 30, 2024, Mr. Johnston still held approximately 8.22% of the Company’s outstanding common shares. As a result, such individuals are likely to continue to have a significant influence in determining any matters submitted to our shareholders for approval, and to have continuing voting power and/or significant influence in the management and affairs of the Company, as applicable. The interests of our executive officers and directors may differ from the interests of other shareholders of Li-Cycle due to various factors and as a result, our executive officers and directors may take actions with which you disagree or which are in conflict with your interests.
Li-Cycle has identified material weaknesses in its internal control over financial reporting. If its remediation of such material weaknesses is not effective, or if it fails to develop and maintain a proper and effective internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired
As of December 31, 2023, Li-Cycle’s management assessed the effectiveness of the Company’s internal control over financial reporting and concluded that the Company did not maintain effective internal control over financial reporting as of that date. Management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, and concluded that, as of that date, the Company’s disclosure controls and procedures were not effective, due to the material weaknesses in the Company’s internal control over financial reporting.
While we have taken steps to address these material weaknesses and expect to continue to implement a remediation plan to address the underlying causes, any gaps or deficiencies in our internal control over financial reporting may result in us being unable to provide required financial information in a timely and reliable manner and/or incorrectly reporting financial information. In addition, there can be no assurance that these measures will remediate the material weaknesses in our internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. For more information, see “Part I - Item 4. Controls and Procedures”.
In addition, on March 28, 2024, KPMG LLP (“KPMG”), the independent registered public accounting firm of the Company, notified the Company that it has decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor. However, KPMG has advised the Company that it will remain the Company’s independent registered public accounting firm until completion of its review of the consolidated interim financial statements of the Company and subsidiaries as of and for the three months ended March 31, 2024 and as of and for the three and six months ended June 30, 2024. There can be no assurance as to when the Company will be able to appoint a new independent auditor, which may in turn adversely affect our ability to provide required financial information in a timely manner and cause delays to our SEC filings.


Li-Cycle is subject to the risk of litigation or regulatory proceedings, which could materially adversely impact its financial results.
All industries, including the lithium-ion battery recycling industry, are subject to legal claims, with or without merit. From time to time, we are subject to various litigation and regulatory proceedings arising in the normal course of business. Due to the inherent uncertainty of the litigation process, we may not be able to predict with any reasonable degree of certainty the outcome of any litigation or the potential for future litigation. Regardless of the outcome, any legal or regulatory proceeding, including any legal proceeding related to purported mechanic’s liens against the Company’s interests in certain properties in New York State related to the Rochester Hub project could have a material adverse impact on Li-Cycle’s business, financial condition and results of operations due to defense costs, the diversion of management resources, potential reputational harm and other factors.
Three shareholder suits were launched following the Company’s announcement on October 23, 2023 that it would be pausing construction on the Rochester Hub project, being (i) Hubiack v. Li-Cycle Holdings Corp., et al., 1:23-cv-09894 (a putative U.S. federal securities class action filed in the U.S. District Court for the Southern District of New York), (ii) Wyshynski v. Li-Cycle Holdings Corp. et al., Court File No. CV-23-00710373-00CP (a putative Ontario securities class action claim filed in the Ontario Superior Court of Justice), and (iii) Nieves v. Johnston, et. Al., Index No. E2023014542 (a shareholder derivative action filed in the Supreme Court of the State of New York, Monroe County). See also Note 14 in our Consolidated Financial Statements, and the section titled “Item 3. Legal Proceedings” in our Annual Report on Form 10-K. Regardless of the outcome, these suits could result in substantial costs to the Company, divert management’s attention and resources and harm our business, prospects, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the three months ended June 30, 2024, neither the Company nor any of its directors or officers adopted or terminated any 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other non-Rule 10b5-1 trading arrangement.


ITEM 6. EXHIBITS
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference, in each case as indicated below.
Exhibit
Number
Description
1.1
2.1††
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12


4.13
10.1††
10.2††
10.3††
10.4††
10.5††
10.6††
10.7
10.8
10.9†††
10.10
10.11
10.12††, †††
10.13††, †††
10.14††, †††
10.15††, †††
10.16††, †††
10.17†††


10.18††, †††
10.19
10.20††, †††
10.21†, †††
10.22†, †††
10.23†, †††
10.24†, †††
10.25†
31.1
31.2
32.1#
32.2#
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
**Previously filed.
†Indicates management contract or compensatory plan or arrangement.
††Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
†††Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because Li-Cycle Corp. customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause it competitive harm if publicly disclosed. Li-Cycle Holdings Corp. will supplementally provide an unredacted copy of this exhibit to the SEC or its staff upon request.
#This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements or notes thereto.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
LI-CYCLE HOLDINGS CORP.
By:/s/ Ajay Kochhar
Name: Ajay Kochhar
Title: President & CEO and Executive Director
By:/s/ Craig Cunningham
Name: Craig Cunningham
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
Date:August 8, 2024

US-LEGAL-12670681/2 176283-0007
56
Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Restated Articles of Incorporation Certificat de mise à jour des statuts constitutifs Business Corporations Act Loi sur les sociétés par actions LI-CYCLE HOLDINGS CORP. Corporation Name / Dénomination sociale 5051214 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are effective on La présente vise à attester que ces statuts entreront en vigueur le July 18, 2024 / 18 juillet 2024 Director / Directeur Business Corporations Act / Loi sur les sociétés par actions The Certificate of Restated Articles of Incorporation is not complete without the Restated Articles of Incorporation Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar Le certificat de mise à jour des statuts constitutifs n’est pas complet s’il ne contient pas la mise à jour des statuts constitutifs Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises. Directeur ou registrateur

 
Ministry of Public and Business Service Delivery Restated Articles of Incorporation Business Corporations Act 1. Corporation Name LI-CYCLE HOLDINGS CORP. 2. Registered Office Address 207 Queens Quay W, 590, Toronto, Ontario, M5J1A7, Canada 3. Number of Directors Minimum/Maximum Min 1 / Max 10 4. The director(s) is/are: Full Name SUSAN WOLFF ALBAN Resident Canadian No Address for Service 207 Queens Quay W, 590, Toronto, Ontario, M5J1A7, Canada Full Name JACQUELINE A. DEDO Resident Canadian No Address for Service 207 Queens Quay West, 590, Toronto, Ontario, M5J 1A7, Canada Full Name AJAY KOCHHAR Resident Canadian Yes Address for Service 207 Queens Quay West, 590, Toronto, Ontario, M5J 1A7, Canada Full Name DIANE M. PEARSE Resident Canadian No Address for Service 207 Queens Quay W, 590, Toronto, Ontario, M5J1A7, Canada BCA - Restated Articles of Incorporation - LI-CYCLE HOLDINGS CORP. - OCN:5051214 - July 18, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 1 of 4

 
Full Name SCOTT PROCHAZKA Resident Canadian No Address for Service 207 Queens Quay West, 590, Toronto, Ontario, M5J 1A7, Canada Full Name KUNAL SINHA Resident Canadian No Address for Service 330 Madison Avenue 7th Floor, New York, New York, 10017, United States Full Name ANTHONY TSE Resident Canadian No Address for Service 207 Queens Quay West, 590, Toronto, Ontario, M5J 1A7, Canada Full Name MARK WELLINGS Resident Canadian Yes Address for Service 207 Queens Quay West, 590, Toronto, Ontario, M5J 1A7, Canada 5. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None": None. 6. The classes and any maximum number of shares that the corporation is authorized to issue: The Corporation is authorized to issue an unlimited number of common shares ("Common shares") and an unlimited number of preferred shares, issuable in series ("Preferred Shares").  The Preferred Shares may be issued from time to time in one or more series. Subject to limitations prescribed by law (including the Business Corporations Act (Ontario)) and the provisions of this Article (including any Preferred Shares Designation), the Board is hereby authorized to provide by resolution and by causing the filing of a Preferred Shares Designation for the issuance of the Preferred Shares in one or more series, and to establish from time to time the number of Preferred Shares to be included in each such series, and to fix the designations, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each such series.  No rights, privileges, restrictions or conditions attaching to any series of Preferred Shares shall confer upon the shares of such series a priority in respect of dividends or distribution of assets or return of capital in the event of the liquidation, dissolution or winding up of the Corporation over the shares of any other series of Preferred Shares. The Preferred Shares of each series shall, with respect to the right of payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of the Corporation, rank on parity with the shares of every other series of Preferred Shares. BCA - Restated Articles of Incorporation - LI-CYCLE HOLDINGS CORP. - OCN:5051214 - July 18, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 2 of 4

 
7. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable": The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:   Common Shares   Voting Rights.   Each holder of Common Shares, as such, shall be entitled to receive notice of, and to attend and vote (in person or by proxy) at all meetings of the shareholders of the Corporation, except where holders of another class or series are entitled to vote separately as a class or series as provided in the Act, applicable securities laws or the rules of any applicable stock exchange. At each such meeting, the holders of Common Shares shall be entitled to one vote for each Common Share held by such holder on all matters on which shareholders are generally entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Shares, as such, shall not be entitled to vote on any amendment to these Articles, including any certificate of designations relating to any series of Preferred Shares (each hereinafter referred to as a "Preferred Shares Designation"), that relates solely to the terms of one or more outstanding series of Preferred Shares, if the holders of such affected class of shares or series are entitled, either separately or together with the holders of one or more other such class or series, to vote thereon pursuant to these Articles (including any Preferred Shares Designation).   Dividends. Subject to the rights of the holders of any outstanding series of Preferred Shares, the holders of the Common Shares are entitled to such dividends as the directors of the Corporation may declare from time to time on the Common Shares, in their absolute discretion, in accordance with applicable law. Any such dividends are payable by the Corporation as and when determined by the directors of the Corporation, in their absolute discretion. The directors may determine whether any such dividend is payable in money or property or by issuing fully paid shares of the Corporation. Liquidation.   Upon the dissolution, liquidation or winding up of the Corporation, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the rights of the holders of any outstanding series of Preferred Shares, the holders of Common Shares shall be entitled to receive the remaining property and assets of the Corporation available for distribution to its shareholders ratably in proportion to the number of Common Shares held by them. 8. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None": Not applicable. 9. Other provisions, if any. Enter other provisions, or if no other provisions enter “None”: None. BCA - Restated Articles of Incorporation - LI-CYCLE HOLDINGS CORP. - OCN:5051214 - July 18, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 3 of 4

 
10. The corporation confirms that these restated articles of incorporation set out, without any changes, the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation and any amendments to them. The articles have been properly executed by the required person(s). BCA - Restated Articles of Incorporation - LI-CYCLE HOLDINGS CORP. - OCN:5051214 - July 18, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 4 of 4

 
Execution Version

SUBSIDIARY JOINDER AGREEMENT
A. SUPPLEMENT NO. 1, dated as of May 29, 2024 (this “Supplement”), to the Note Guaranty, dated as of March 25, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Guaranty”), by and among the Note Guarantors from time to time party thereto and the Collateral Agent.
B.    Reference is hereby made to that certain (i) Amended and Restated Note Purchase Agreement, dated as of March 25, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) by and among the Issuer, Glencore Parent, the Purchaser, and the Collateral Agent, among others, and (ii) Senior Secured Convertible Note issued by the Issuer to the Collateral Agent, for the benefit of the Secured Parties, on March 25, 2024 pursuant to the Note Purchase Agreement (the “Note”).
C.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement, the Note or the Note Guaranty, as applicable.
D.    The applicable Note Parties have entered into the Note Guaranty in order to induce the Issuer to issue Notes. Section 3.04 of the Note Guaranty and Section 2 of Annex A-1 to the Note Purchase Agreement provide that additional subsidiaries of the Issuer may become Guarantors under the Note Guaranty by executing and delivering an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Note Purchase Agreement and the Note to become a Guarantor under the Note Guaranty as consideration for the Note previously made and to Guaranty and secure the Obligations, including its obligations under the Note Guaranty.
Accordingly, the Collateral Agent and each New Subsidiary agree as follows:
SECTION 1. Subject to Section 2.12 (Local Law Guaranty Limitations) of the Note Guaranty, each New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, each New Subsidiary will be deemed to be a Note Guarantor under the Note Guaranty and a Note Guarantor for all purposes of the Note Purchase Agreement and the Note and shall have all of the rights, benefits, duties and obligations of a Note Guarantor thereunder as if it had executed the Note Guaranty. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Note Guaranty. Without limiting the generality of the foregoing terms of this paragraph 1, each New Subsidiary hereby absolutely and unconditionally guarantees, jointly and severally with the other Note Guarantors, to the Collateral Agent and the Secured Parties, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, upon acceleration or otherwise) to the extent of and in accordance with the Note Guaranty. Each New
1

Execution Version
Subsidiary hereby waives acceptance by the Collateral Agent and the Secured Parties of the guaranty by the New Subsidiary upon the execution of this Agreement by each New Subsidiary. Each New Subsidiary hereby (x) makes, as of the date hereof, the representation and warranty applicable to it set forth in Section 2.10 of the Note Guaranty, except as set forth on Schedule A hereto, and (y) agrees to perform and observe, and to cause each of its Subsidiaries to perform and observe, the covenant set forth in Section 2.11 of the Note Guaranty.
SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Legal Reservations.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Subsidiary. Delivery of an executed signature page to this Supplement by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Note Guaranty shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
SECTION 6. In case any one or more of the provisions contained in this Supplement is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Note Guaranty
2

Execution Version
shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The Issuer and the Collateral Agent shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 14(f) of the Note Purchase Agreement.
SECTION 8.     Each New Subsidiary agrees to reimburse the Collateral Agent for its expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel in accordance with Section 5(a) of the Note Purchase Agreement.
SECTION 9. Section 11(a)(ii) of the Note Purchase Agreement is incorporated herein by reference and shall be deemed to be part of this Supplement. The terms thereof shall constitute valid and binding agreements of each New Subsidiary enforceable against each New Subsidiary in accordance with the terms under Section 11(a)(ii) of the Note Purchase Agreement. Each New Subsidiary hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent, as creditor in its own right and not as representative of any other Secured Parties, the Parallel Debt in relation to its Corresponding Debt.
SECTION 10. This Supplement shall constitute a Note Document, under and as defined in, the Note Purchase Agreement.
[Signature pages follow]
3


IN WITNESS WHEREOF, each New Subsidiary has duly executed this Subsidiary Joinder Agreement as of the day and year first above written.

LI-CYCLE EUROPE AG
By:    /s/ Elewout Steven J. Depicker     
Name: Elewout Steven J. Depicker
Title: Director

By:    /s/ Udo Schleif     
Name: Udo Schleif
Title: Director

LI-CYCLE GERMANY GMBH
By:    /s/ Frank Pommerenke     
Name: Frank Pommerenke
Title: Managing Director (Geschäftsführer)
By:    /s/ Udo Schleif    
Name: Udo Schleif
Title: Managing Director (Geschäftsführer)





SCHEDULE A
CERTAIN EXCEPTIONS
With respect to LI-CYCLE GERMANY GMBH:
•Section 3(b) of the Note Purchase Agreement;
•Section 3(g) of the Note Purchase Agreement;
•Section 3(h) of the Note Purchase Agreement;
•Section 3(i) of the Note Purchase Agreement;
•Section 3(q) of the Note Purchase Agreement;
•Section 3(r) of the Note Purchase Agreement; and
•Section 3(s) of the Note Purchase Agreement.
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.

Execution Version
Security Assignment Agreement
(Sicherungszession)
dated as of May 31, 2024

by and between

Li-Cycle Europe AG
Neuhofstrasse 6
6340 Baar
Switzerland
(the Assignor)

and

Glencore Canada Corporation
100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
Canada
in its capacity as Collateral Agent under the Note Purchase Agreement (as defined herein) and acting in its own name but on behalf and on account of the other Secured Parties
(the Collateral Agent)
regarding the assignment for security purposes of certain intercompany receivables of the Assignor




Security Assignment Agreement
Table of Contents
1.    Definitions and References    4
1.1    Definitions    4
1.2    References    6
1.3    Conflicts with other Agreements    6
2.    Assignment of Intercompany Receivables    6
2.1    Object of Assignment    6
2.2    Secured Obligations    6
2.3    Collection of Intercompany Receivables    7
3.    Intercompany Receivables    7
3.1    Information    7
3.2    Notifications    7
4.    Representations and Warranties    8
5.    Undertakings    8
6.    Enforcement of Intercompany Receivables    9
7.    Application of Proceeds    10
8.    Security for Third Party Obligations    10
8.1    Waiver of Legal Subrogation and Non-Accessory Security Rights    10
8.2    Limitation of Security    10
9.    Release and Reassignment    12
10.    Role of Collateral Agent    12
11.    Reinstatement    13
12.    Duration; Independence    13
13.    General Provisions    13
13.1    No Waiver    13
13.2    Notices    13
13.3    Entire Agreement    15
13.4    Amendments and Waivers    15
13.5    Transfer of Rights and Obligations    15
13.6    Severability    15
14.    Governing Law and Jurisdiction    15
14.1    Governing Law    15
2/#NUM_PAGES#
Security Assignment Agreement
14.2    Place of Jurisdiction    15
Annex 1 - List of Intercompany Receivables    18
Annex 2 - Notification to Intercompany Receivables Debtors    19



3/#NUM_PAGES#
Security Assignment Agreement
This security assignment agreement (the Agreement) is made as of the date hereof, by and between:
(a)Li-Cycle Europe AG, a corporation (Aktiengesellschaft) incorporated and organized under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration number CHE-276.781.098, with registered office at Neuhofstrasse 6, 6340 Baar, Switzerland, as assignor (the Assignor); and
(b)Glencore Canada Corporation, a corporation incorporated and organized under the laws of the Province of Ontario, Canada, with registered office at 100 King Street West, Suite 6900, Toronto, ON M5X 1E3, Canada, in its capacity as Collateral Agent under the Note Purchase Agreement (as defined herein) and acting in its own name but on behalf and on account of the other Secured Parties as their indirect representative (indirekter Stellvertreter) (the Collateral Agent, and together with the Assignor, the Parties, and each individually a Party).
Whereas
A.Li-Cycle Holdings Corp. (the Issuer) has entered into an amended and restated note purchase agreement with Glencore Ltd. and the Collateral Agent, dated as of March 25, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the Note Purchase Agreement), pursuant to which the Issuer has agreed to issue and sell to the Collateral Agent a senior secured convertible note in a principal amount of $75,000,000 maturing on the fifth anniversary of the date of issuance of such senior secured convertible note (the Note).
B.In order to satisfy certain conditions subsequent of the Note Purchase Agreement and in order to provide security for each of the Secured Parties, the Assignor wishes to assign to the Collateral Agent as security for the Secured Obligations (as defined below) all of its Intercompany Receivables (as defined below).
Now, therefore, the Parties agree as follows:
1.Definitions and References
1.Definitions
Unless defined otherwise herein and except to the extent that the context requires otherwise, capitalized terms used in this Agreement shall have the meanings assigned to them in the Note or the Note Purchase Agreement (as appropriate).
Agreement means this security assignment agreement.
Assignment has the meaning set forth in Clause 2.1.
Assignor has the meaning set forth in the introductory paragraph of this Agreement.
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Business Day means a Business Day as defined in the Note, provided that Business Day shall only include any such day commercial banks in Zurich are open for normal business transactions.
Clause means any clause of this Agreement.
CO means the Swiss Code of Obligations (Schweizerisches Obligationenrecht) dated March 30, 1911, as amended and restated from time to time.
Collateral Agent has the meaning set forth in the introductory paragraph of this Agreement.
DEBA means the Swiss Federal Debt Enforcement and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs, SchKG) of April 11, 1889, as amended from time to time (SR 281.1).
Event of Default means any of the events described as "Events of Default" in the Note.
Finance Documents has the meaning given to it in the Note.
Group means Issuer and its Subsidiaries from time to time.
Intercompany Receivables means any and all present and future Swiss law-governed monetary claims and receivables of the Assignor owed to it by a member of the Group, whether actual or contingent, whether due now or becoming due or owing hereafter, arising out of any loan granted or other credit extended as well as any rights and benefits relating thereto, including privileges and ancillary rights in respect thereof and any interest accruing thereon as well as any right to receive the proceeds of any security, warranty, indemnity or guarantee relating thereto, including those intercompany receivables set out in Annex 1, excluding any ancillary rights which are not assignable by law.
Note has the meaning set forth in Whereas Clause A.
Note Purchase Agreement has the meaning set forth in Whereas Clause A.
Parties or Party has the meaning set forth in the introductory paragraph of this Agreement.
Restricted Obligations has the meaning set forth in Clause 8.2.
Secured Obligations has the meaning given to the term "Obligations" in the Note.
Secured Parties has the meaning assigned to it in the Note Purchase Agreement.
Subsidiary means, in relation to any company or corporation, a company or corporation:
(a)which is controlled, directly or indirectly, by the first mentioned company or corporation;
(b)more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation;
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Security Assignment Agreement
(c)which is a Subsidiary of another Subsidiary of the first mentioned company or corporation; or
(d)which must be consolidated in Group wide financial statements pursuant to the applicable accounting standards,
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
Swiss Maximum Amount has the meaning set forth in Clause 8.2.
2.References
References to any agreement or document shall be construed as references to such agreements or documents as amended, novated, supplemented, extended or restated from time to time.
3.Conflicts with other Agreements
Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent with respect to the Intercompany Receivables hereunder (including any representation and any undertaking) are subject to the provisions of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable. In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms would affect the validity, ranking, priority or enforceability of the security interest created under this Agreement.
2.Assignment of Intercompany Receivables
1.Object of Assignment
The Assignor hereby agrees to assign and hereby unconditionally assigns to the Collateral Agent by way of a general assignment (Globalzession), for the benefit of each Secured Party, all Intercompany Receivables, as a security (Sicherungszession) (the Assignment), effective as of the date hereof.
2.Secured Obligations
The Assignment of the Intercompany Receivables shall serve as a first ranking and continuing security for the prompt and complete payment, discharge and performance of any and all Secured Obligations, irrespective of (i) any intermediate discharge of any but not all of the Secured Obligations, (ii) any intermediate payment or increase of the amount of all or any part of the Secured Obligations, (iii) any transfer of rights and obligations by novation or otherwise
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from one Secured Party to another Secured Party under the Finance Documents and (iv) any change, amendment or supplement whatsoever in the Finance Documents unless and until the security is released in full by the Collateral Agent in accordance with the terms of this Agreement.
3.Collection of Intercompany Receivables
(a)The Collateral Agent hereby authorizes the Assignor to collect or receive the Intercompany Receivables in the ordinary course of business and in accordance with the terms of such Intercompany Receivable.
(b)Upon delivery of a written notice from the Collateral Agent to the Assignor and the occurrence and during the continuation of an Event of Default, the Assignor's authority to collect the Intercompany Receivables granted by the Collateral Agent shall cease immediately and the Assignor shall not be entitled to collect the Intercompany Receivables without the Collateral Agent's prior written consent. Irrespective of whether an Event of Default has occurred which is continuing, the Collateral Agent may restrict the Assignor's authority to collect the Intercompany Receivables in any way at any time if the Assignor is in breach of any of its obligations, or any representation or warranty given, under the Finance Documents.
(c)The Collateral Agent shall not be liable for any damage or loss due to any delayed collection of Intercompany Receivables.
3.Intercompany Receivables
1.Information
(a)The Assignor shall submit to the Collateral Agent, (i) on the date hereof, (ii) upon reasonable request by the Collateral Agent and (iii) promptly upon the occurrence of an Event of Default which is continuing, a list setting forth all then existing Intercompany Receivables, the names of the debtors, the contract date and the amounts outstanding under the Intercompany Receivables (the List of Intercompany Receivables), such List of Intercompany Receivables to be substantially in the form of Annex 1. Upon request by the Collateral Agent, the Assignor shall supplement the List of Intercompany Receivables with details of the underlying contracts.
(b)It is understood and agreed that all Intercompany Receivables are assigned to the Collateral Agent regardless of whether they are included in the List of Intercompany Receivables and regardless of whether the List of Intercompany Receivables is delivered by the Assignor.
2.Notifications
(a)The Assignor further shall furnish to the Collateral Agent within 10 (ten) Business Days of the date a Intercompany Receivable has been created a copy of a notification letter to the relevant debtor, substantially in the form of Annex 2, duly executed by the Assignor and duly countersigned by the respective debtor of the Intercompany Receivables.
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(b)Prior to the occurrence of an Event of Default which is continuing and without prejudice to paragraph (a) above, the Collateral Agent may notify, and may request the Assignor to notify, the debtors of the Intercompany Receivables as to the Assignment if and to the extent such notification is necessary for protecting or pursuing its rights under this Agreement and the Assignor shall for purposes of such notification promptly upon request submit to the Collateral Agent an up-to-date List of Intercompany Receivables.
4.Representations and Warranties
Without prejudice and in addition to the representations and warranties under the other Finance Documents, the Assignor hereby represents and warrants to the Collateral Agent that as of the date of this Agreement:
(a)Annex 1 is correct as of the date of this Agreement; and
(b)this Agreement constitutes legal, valid and binding obligations of the Assignor and, subject to the satisfaction of any applicable perfection requirement (i) is an effective and perfected Assignment and (ii) is enforceable against the Assignor in accordance with its terms.
5.Undertakings
Subject to the terms of the Note and the Note Purchase Agreement, the Assignor hereby undertakes for as long as this Agreement remains in effect:
(a)to promptly enter into, execute and perfect, and to procure the prompt entry into, execution and perfection of, any additional agreement or document and to take all action required to create or maintain a valid and binding Assignment;
(b)to deliver to the Collateral Agent any and all acknowledgements of debt (Schuldscheine) relating to the Intercompany Receivables;
(c)not to enter into any particular or general assignment with respect to the Intercompany Receivables for the benefit of any third party or any agreement that provides for the non-assignability of Intercompany Receivables or the assignability subject to the prior consent of a third party resulting from such agreement; and
(d)not to take any action with respect to the Assignment or the Intercompany Receivables that would, taken as a whole, materially and adversely affect (i) any rights of the Collateral Agent under this Agreement or any other Finance Document or (ii) the validity and enforceability of the Assignment,
provided that the foregoing undertakings shall not limit or restrict the Assignor from taking any action which is permitted under the Finance Documents save if and to the extent that such action would affect the validity, ranking, priority or enforceability of the security interest created under this Agreement.
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6.Enforcement of Intercompany Receivables
(a)In the event that an Event of Default has occurred which is continuing, the Collateral Agent shall have the right, but not the obligation, to realize the Assignment and to take all actions for purposes of such realization, at its discretion, by either:
(i)notifying the debtors of the Intercompany Receivables as to the Assignment and/or the realization of the Intercompany Receivables at any time;
(ii)taking all actions appropriate for the purpose of making any Intercompany Receivable become due;
(iii)agreeing with any debtor of an Intercompany Receivable on all actions and agreements as the Collateral Agent shall in its reasonable discretion determine to be appropriate for the collection of such Intercompany Receivable, including, without limitation, granting discounts on payments and entering into settlements with respect to such Intercompany Receivables;
(iv)demanding that the Assignor collects the Intercompany Receivables, in whole or in part, in accordance with the written instructions of the Collateral Agent, in which event the Assignor shall immediately transfer and deliver to the Collateral Agent all monies received in connection with such collection;
(v)undertaking on its own initiative any acts the Collateral Agent deems appropriate to collect any Intercompany Receivable and request the Assignor to co-operate with the Collateral Agent in any such action;
(vi)requesting the Assignor to indicate on each invoice that is sent to a debtor of an Intercompany Receivable that payment is to be made into specific bank accounts designated by the Collateral Agent; and/or
(vii)enforcing the Intercompany Receivables by either:
(A)collection of the Intercompany Receivables directly from the respective debtor and/or realization of any ancillary right attached to any of the Intercompany Receivables; or
(B)liquidation of the Intercompany Receivables in full or in part through private sale (Private Verwertung) or acquiring the Intercompany Receivables for its own account at a fair value (Selbsteintritt), in each case without having to initiate proceedings under, and without regard to the formalities provided in, the DEBA.
(b)Notwithstanding the foregoing the Collateral Agent is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Intercompany Receivables or instituted proceedings for the realization of the Intercompany Receivables (waiver of the beneficium excussionis realis).
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(c)Following the occurrence of an Event of Default, the Collateral Agent shall be entitled to request the Assignor to exercise strictly in accordance with the instructions of the Collateral Agent any right belonging to the Assignor that may impact the Intercompany Receivables but that could not be transferred with the Intercompany Receivables (such as the right to claim payment under any security given for Intercompany Receivables that could not be transferred with the Intercompany Receivables).
(d)Following the occurrence of an Event of Default, the Collateral Agent shall be entitled to request the Assignor to cooperate (at its own costs) with the Collateral Agent with a view to the collection of any Intercompany Receivable. In particular, the Assignor shall assist the Collateral Agent in any proceedings brought by the Collateral Agent against any debtor of an Intercompany Receivable or any third party in relation to any Intercompany Receivable.
(e)The Assignor agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Intercompany Receivables in its name and for its account.
7.Application of Proceeds
Any proceeds received by the Collateral Agent under this Agreement, in particular in connection with the enforcement of the Assignment, shall be applied towards satisfaction of the Secured Obligations in accordance with section 9(h) of the Note Purchase Agreement.
8.Security for Third Party Obligations
1.Waiver of Legal Subrogation and Non-Accessory Security Rights
If and to the extent the Secured Obligations are not only owed by the Assignor but also by third parties, and if and to the extent the Assignor satisfies the Secured Obligations in full or in part (including by enforcement of the Assignment), the following provisions shall apply:
(a)Until satisfaction of the Secured Obligations in full, the legal subrogation (gesetzlicher Forderungsübergang) pursuant to articles 110, 149 CO (or any other applicable provision) or under any other applicable law shall not apply. For the avoidance of doubt, the claim for indemnity (article 148 para. 2 CO) shall not be affected thereby.
(b)The Assignor may request the transfer to it of non-accessory security rights (nicht-akzessorische Sicherungsrechte) which have not been provided by the Assignor only upon satisfaction of the Secured Obligations in full and only if and to the extent the respective security provider has approved the transfer to the Assignor.
2.Limitation of Security
Notwithstanding anything to the contrary in this Agreement, the obligations of the Assignor and the rights of the Collateral Agent under this Agreement are subject to the following limitations:
(a)If and to the extent that the security interest granted by the Assignor under this Agreement secures obligations of its Affiliates which are not its wholly-owned direct or
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indirect Subsidiaries (the Restricted Obligations) and if using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven), the repayment of statutory capital reserves (Rückzahlung von gesetzlichen Kapitalreserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Assignor or would otherwise be restricted under then applicable Swiss law, the proceeds from the enforcement of such security interest to be used to discharge the Restricted Obligations shall be limited to the amount of freely disposable equity (frei verwendbares Eigenkapital) (including, without limitation, any statutory reserves which can be transferred into unrestricted distributable reserves) of the Assignor at the time of enforcement, as determined in accordance with Swiss law and Swiss accounting principles (the Swiss Maximum Amount), provided that this is a requirement under then applicable mandatory Swiss law and it is understood that such limitation shall not free the Assignor from its obligations in excess of the Swiss Maximum Amount, but that it shall merely postpone the performance date of those obligations until such time or times as performance is again permitted.
(b)Promptly after the enforcement of the security interest granted by the Assignor under this Agreement (but in any event within not more than 30 Business Days after the relevant request having been made), the Assignor shall (x) perform any obligations which are not affected by the above limitations, and (y) if and to the extent required by Applicable Law applicable to the Assignor or reasonably requested by the Collateral Agent:
(i)provide the Collateral Agent with an interim balance sheet audited by the statutory auditors of the Assignor setting out the Swiss Maximum Amount and confirming that using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations in an amount corresponding to the Swiss Maximum Amount is in compliance with the provisions of the applicable Swiss law;
(ii)convert restricted reserves into reserves freely available for distribution as dividends (to the extent permitted by mandatory Swiss law); and
(iii)take any further corporate and other action as may be required by law (such as board and shareholders' approvals and the receipt of any confirmations from the Assignor’s statutory auditors) and other measures reasonably necessary to allow the Collateral Agent to use enforcement proceeds as agreed hereunder with a minimum of limitations.
(c)In relation to the Restricted Obligations, the Assignor shall (x) use its commercially reasonable efforts to ensure that enforcement proceeds can be used to discharge the Restricted Obligations without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to Applicable Law (including tax treaties) rather than payment of Swiss withholding tax; (y) to the extent such notification procedure is not available, the
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Collateral Agent undertakes to withhold from the enforcement proceeds of the Pledge an amount of Swiss withholding tax at the rate of 35 per cent. (or such other rate as is in force at that time), forward such amount to the Swiss Federal Tax Administration, within 10 Business Days after presentation by the Assignor to the Collateral Agent of the relevant form of the Swiss Federal Tax Administration, it being specified that the Assignor shall fill in and prepare the relevant form of the Swiss Federal Tax Administration and submit it to the Collateral Agent for approval, which approval shall not be unreasonably withheld; (z) promptly after a deduction for Swiss withholding tax is made as required by Applicable Law, use its commercially reasonable efforts to ensure that any person which is entitled to a full or partial refund of the Swiss withholding tax deducted from such enforcement proceeds, is in a position to be so refunded and in case it has received any refund of the Swiss withholding tax, pay such refund to the Collateral Agent promptly upon receipt thereof.
(d)If the enforcement of Restricted Obligations would be limited due to the effects referred to in this Clause 8.2, then the Assignor shall (x) to the extent permitted by Applicable Law, revalue and/or realize any of the Assignor’s assets that are shown on its balance sheet with a book value that is significantly lower than the market value of such assets, in case of realisation, however, only if such assets are not necessary for the Assignor’s business (nicht betriebsnotwendig) and (y) reduce the Assignor’s share/quota capital to the minimum allowed under then Applicable Law.
9.Release and Reassignment
(a)The Intercompany Receivables or, in case of enforcement of some but not all the Intercompany Receivables, the remainder thereof, shall be released by the Collateral Agent from the Assignment and reassigned by the Collateral Agent to the Assignor at the cost and risk of the Assignor, if and when (i) all Secured Obligations have been irrevocably paid and discharged in full and no further Secured Obligations are capable of arising in accordance with the terms of the Finance Documents, (ii) any other event occurs requiring a release of the Intercompany Receivables or (iii) as permitted by the Finance Documents.
(b)The Collateral Agent will not make, and shall not be deemed to have made, any representation or warranty, whether express or implied, with respect to the Intercompany Receivables that will be reassigned under this Clause 9, except that at the date of such reassignment of the Intercompany Receivables, such Intercompany Receivables are free and clear of any and all liens, charges and encumbrances arising from the Collateral Agent’s acts.
10.Role of Collateral Agent
(a)The Collateral Agent hereby confirms that each of the other Secured Parties has appointed and each new Secured Party will appoint the Collateral Agent to act as Collateral Agent in its own name but on behalf and on account of each of the other Secured Parties pursuant to section 9(c) of the Note Purchase Agreement. In particular, each of the Secured Parties has authorized, and each of the persons becoming a new
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Secured Party subsequent to this Agreement will authorize the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions. The Assignor acknowledges such rights and powers.
(b)The Collateral Agent performs its rights and obligations under this Agreement as Collateral Agent in its own name but on behalf and on account of each of the other Secured Parties.
11.Reinstatement
Where any discharge in respect of the Secured Obligations is made, in whole or in part, and any amount paid pursuant to any such discharge is avoided or reduced as a result of insolvency or any similar events, the respective Secured Parties, will have or continue to have a Secured Obligation and, in case the Assignment has been released and the Intercompany Receivables reassigned to the Assignor, the Assignor shall undertake all actions that are necessary for the reinstatement of the Assignment, in particular the Assignor shall return and assign (as the case may be) the Intercompany Receivables. Such reinstatement shall, to the extent required, include a reinstatement of this Agreement and the Assignment shall continue as if there had been no discharge in respect of such Secured Obligations.
12.Duration; Independence
(a)The security interest created hereunder shall not cease to exist if the Secured Obligations have been discharged only partially or temporarily.
(b)This Agreement shall create a continuing security interest and no change, amendment, restatement or supplement whatsoever in the Finance Documents or in any document or agreement related to any of the other Finance Documents shall affect the validity or the scope of this Agreement and the security interest granted hereunder nor the obligations which are imposed on the Assignor pursuant to it.
(c)This Agreement and the security interest granted hereunder are independent from any other security interest or guarantee which may have been or will be entered into for the benefit of the Collateral Agent or any other Secured Party. None of such other security interest or guarantee shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement or the security interest granted hereunder.
13.General Provisions
1.No Waiver
No failure or delay by any Party in exercising any right, power or privilege granted under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
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2.Notices
(a)All notices or other communications to be given under or in connection with this Agreement shall be made in writing and shall be delivered by hand, by registered mail (return receipt requested), by an internationally recognized courier, and with respect to notices or other communications addressed to the Collateral Agent, unless otherwise instructed by the Collateral Agent, by e-mail to the following addresses:
if to the Collateral Agent to:
Address:Glencore Canada Corporation, 100 King Street West Suite 6900 Toronto, ON, M5X 1E3, Canada
Email: [XXX]
Attention:Legal Department

with a copy to:
Address:Glencore International AG Baarermattstrasse 3, 6340 Baar, Switzerland
Email: [XXX]
Attention:General Counsel

with a copy to:
Address:Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153
Email: [XXX]
Attention:Justin Lee, Heather Emmel, David Avery-Gee, Nitin Konchady

if to Assignor to:
Address:Li-Cycle Europe AG, Neuhofstrasse 6, 6340 Baar, Switzerland
Email: [XXX]
Attention:Jens Emrich

Address:Li-Cycle Holdings Corp., 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7, Canada
Email: [XXX]
Attention:Ajay Kochhar

with a copy to:
Address:Freshfields Bruckhaus Deringer LLP 3 World Trade Center 175 Greenwich Street New York, New York 10007
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Security Assignment Agreement
Email: [XXX]
Attention:Andrea M. Basham, Allison R. Liff

or any substitute address or fax number as a party may notify to the other in accordance with the above by not less than five days' notice.
(b)Any notice to be given hereunder shall be given prior to the expiry of a term or deadline set forth in this Agreement or by applicable law, or the notice shall be deemed null and void. All notices, communications, documents or other information shall be effective upon receipt by the party to whom it is addressed irrespective of whether received prior to or after the expiry of such term or deadline (provided that the notice was timely and duly given in accordance with this Clause 13.2).
3.Entire Agreement
This Agreement, including the annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. All references to this Agreement shall be deemed to include the annexes hereto.
4.Amendments and Waivers
This Agreement (including this Clause 13.4) may only be modified or amended by a document signed by all Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.
5.Transfer of Rights and Obligations
(a)The Assignor may not transfer or assign this Agreement or any rights or obligations hereunder without prior written consent of the Collateral Agent.
(b)The Collateral Agent may transfer and assign this Agreement or any rights or obligations hereunder in accordance with the Note Purchase Agreement without the consent of the Assignor or any other person to any third party.
6.Severability
Should any part or provision of this Agreement be, be held, or become illegal, invalid or unenforceable in any respect by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement shall nonetheless remain legal, valid and enforceable and not in any way be affected or impaired. In such case, the Parties shall replace the illegal, invalid or unenforceable provision with such valid and enforceable provision which best reflects the commercial and legal purpose of the replaced provision and shall execute all agreements and documents required in this connection.
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14.Governing Law and Jurisdiction
1.Governing Law
This Agreement and the Assignment shall be governed by and construed in accordance with the substantive laws of Switzerland.
2.Place of Jurisdiction
(a)The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.
(b)The Collateral Agent in addition shall have the right to institute legal proceedings against the Assignor before any other competent court or authority, in which case Swiss law shall nevertheless be applicable as provided in Clause 14.1.
[Signatures on next page]


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Assignor:

Li-Cycle Europe AG

/s/ Elewout Steven J. Depicker

Elewout Steven J. Depicker

Director
/s/ Udo Schleif______________

Udo Schleif

Director
Director     Director

Collateral Agent:

Glencore Canada Corporation

in its capacity as Collateral Agent under the Note Purchase Agreement, and acting in its own name but on behalf and on account of the other Secured Parties

/s/ Adam Luckie_____________

Name: Adam Luckie
Function: Authorised Signatory
[Signature page of the Security Assignment Agreement]
Security Assignment Agreement
Annex 1 - List of Intercompany Receivables
[XXX]


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Security Assignment Agreement
Annex 2 - Notification to Intercompany Receivables Debtors
[Letterhead Assignor]
To:     [debtor]
    [Address]
cc:    Glencore Canada Corporation
100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
Canada
Date: [■]
Notification of Security Assignment of Intercompany Receivables
Dear Madam or Sir,
We hereby give you notice that on [May 31, 2024], we, Li-Cycle Europe AG, entered into a security assignment agreement (the Security Assignment Agreement) between us as assignor and Glencore Canada Corporation, 100 King Street West, Suite 6900, Toronto, ON M5X 1E3, Canada, acting in its capacity as Collateral Agent (the Collateral Agent). Under the Security Assignment Agreement we assigned for security purposes all of our present and future monetary claims and receivables, whether actual or contingent, whether due now or becoming due or owing thereafter, arising out of any intercompany loans granted or other credit extended to you, as well as any rights and benefits relating thereto, including privileges and ancillary rights in respect thereof and any interest accruing thereon as well as any right to receive the proceeds of any security, warranty, indemnity or guarantee relating thereto.
The relevant intercompany loans or credits (the Intercompany Receivables) are the following:
•[Description of the Intercompany Receivable]
The purpose of the assignment of our rights under the Intercompany Receivables is to secure any claims the secured parties may have under a certain note purchase agreement dated as of March 25, 2024, as amended from time to time (the Note Purchase Agreement), entered into between, among others, Li-Cycle Holdings Corp as issuer and Glencore Ltd. and Glencore Canada Corporation as Purchaser and Collateral Agent (each as defined therein).
Until receipt of a notice from the Collateral Agent to be served on you in writing in the form as set out in Annex 1 hereto, we may continue to collect principal and interest pursuant to the terms of the Intercompany Receivables. Upon receipt of such aforesaid notice, you shall no longer effect payments to us in connection with the Intercompany Receivables.
We kindly ask you to acknowledge this notice and thereby consent to the choice of Swiss law to govern the Security Assignment Agreement and the assignment of the Intercompany Receivables by signing below and to return the acknowledged copy.
Yours faithfully,
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Security Assignment Agreement
Li-Cycle Europe AG
Elewout Steven J. Depicker
Director
Udo Schleif
Director
Acknowledged and agreed by:
[debtor]
Name:
Function:
Name:
Function:


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Security Assignment Agreement
Annex 2.1: Notification of Enforcement to Intercompany Receivables Debtors
[Letterhead Collateral Agent]
To:    [debtor]
[Address]
cc:    Li-Cycle Europe AG
Neuhofstrasse 6
6340 Baar
Switzerland

Date: [■]
Notification of Enforcement
Dear Madam or Sir,
As you have been informed Li-Cycle Europe AG, Neuhofstrasse 6, 6340 Baar, Switzerland (the Company), the Company on [May 31, 2024], entered into a security assignment agreement (the Security Assignment Agreement) between the Company as assignor and us, Glencore Canada Corporation, acting in our capacity as Collateral Agent (the Collateral Agent). Under the Security Assignment Agreement the Company assigned for security purposes all of its present and future monetary claims and receivables, whether actual or contingent, whether due now or becoming due or owing thereafter, arising out of any intercompany loans granted or other credit extended to you, as well as any rights and benefits relating thereto, including privileges and ancillary rights in respect thereof and any interest accruing thereon as well as any right to receive the proceeds of any security, warranty, indemnity or guarantee relating thereto (the Intercompany Receivables).
We herewith give notice that the Company may no longer continue to collect principal and interest pursuant to the terms of the Intercompany Receivables. As of the date of receipt hereof, you shall no longer effect payments to the Company in connection with the Intercompany Receivables. Please take note that you will only be released from your payment obligations in relation to the Intercompany Receivables by effecting payment to us as Collateral Agent or to our order as follows:
Payment Instructions:
You are herewith notified and instructed to pay to the following account:
[insert details of Bank Account designated for such purpose by Collateral Agent]
We kindly ask you to confirm receipt of this notice by forwarding the duly signed copy of this notice to us at the address given above, attention [■].
Yours faithfully,
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Security Assignment Agreement
Glencore Canada Corporation
Name:
Function:
Name:
Function:

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Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.


image_03.jpgimage_11.jpgExecution Version
Bank Account Pledge Agreement
dated as of May 31, 2024

by and between

Li-Cycle Europe AG
Neuhofstrasse 6
6340 Baar
Switzerland
(the Pledgor)

and

the Secured Parties (as defined below)
(the Pledgees)

represented by

407147/16197529v10

Bank Account Pledge Agreement
Glencore Canada Corporation
100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
Canada
in its capacity as Collateral Agent under the Note Purchase Agreement (as defined herein), and acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter)
(the Collateral Agent)
regarding the pledge of certain bank accounts



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Bank Account Pledge Agreement
Table of Contents
1.    Definitions and References    4
1.1    Definitions    4
1.2    References    6
1.3    Conflicts with other Agreements    6
2.    Pledge of Bank Accounts    6
2.1    Object of Pledge    6
2.2    Secured Obligations    7
2.3    Use of Bank Accounts    7
2.4    Notification and Waiver    7
3.    Representations and Warranties    8
4.    Undertakings    8
5.    Enforcement of Pledge    9
6.    Application of Proceeds    10
7.    Security for Third Party Obligations    10
7.1    Waiver of Legal Subrogation and Non-Accessory Security Rights    10
7.2    Limitation of Security    11
8.    Release of Pledge    12
9.    Role of Collateral Agent    13
10.    Reinstatement    13
11.    Duration; Independence    13
12.    Banking Secrecy Waiver    14
13.    General Provisions    14
13.1    No Waiver    14
13.2    Notices    14
13.3    Entire Agreement    15
13.4    Amendments and Waivers    15
13.5    Transfer of Rights and Obligations    15
13.6    Severability    16
14.    Governing Law and Jurisdiction    16
14.1    Governing Law    16
14.2    Place of Jurisdiction    16
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Bank Account Pledge Agreement
Annex 1 - List of Bank Accounts    18
Annex 2 - Form of Notification Letter for Bank Accounts    19
Annex 3 - Form of Acknowledgment and Waiver    21



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Bank Account Pledge Agreement
This bank account pledge agreement (the Agreement) is made as of the date hereof, by and between:
(a)Li-Cycle Europe AG, a corporation (Aktiengesellschaft) incorporated and organized under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration number CHE-276.781.098, with registered office at Neuhofstrasse 6, 6340 Baar, Switzerland, as pledgor (the Pledgor); and
(b)the Secured Parties as pledgees (the Pledgees), represented by:
Glencore Canada Corporation, a corporation incorporated and organized under the laws of the Province of Ontario, Canada, with registered office at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter) (the Collateral Agent, and together with the Pledgor and the Pledgees, the Parties, and each individually a Party).
Whereas
A.Li-Cycle Holdings Corp. (the Issuer) has entered into an amended and restated note purchase agreement with Glencore Ltd. and the Collateral Agent, dated as of March 25, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the Note Purchase Agreement), pursuant to which the Issuer has agreed to issue and sell to the Collateral Agent a senior secured convertible note in a principal amount of $75,000,000 maturing on the fifth anniversary of the date of issuance of such senior secured convertible note (the Note).
B.In order to satisfy certain conditions subsequent of the Note Purchase Agreement and in order to provide security for each of the Pledgees, the Pledgor wishes to pledge as security for the Secured Obligations (as defined below) the Pledged Assets (as defined below).
C.The Collateral Agent has been duly appointed under section 9 of the Note Purchase Agreement to act as Collateral Agent and shall act in the name and on behalf of the Pledgees in the execution, delivery and performance of this Agreement and shall exercise the rights of the Pledgees arising hereunder as their direct representative (direkter Stellvertreter).
Now, therefore, the Parties agree as follows:
1.Definitions and References
1.Definitions
Unless defined otherwise herein and except to the extent that the context requires otherwise, capitalized terms used in this Agreement shall have the meanings assigned to them in the Note or the Note Purchase Agreement (as appropriate).
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Affiliates has the meaning set forth in the Note.
Agreement means this bank account pledge agreement.
Bank means any bank or branch of a bank located in Switzerland as the account bank with respect to the Bank Accounts.
Bank Accounts means any and all bank accounts the Pledgor holds with a Bank, at the date of this Agreement and in the future, including the accounts specified in Annex 1, but excluding any restricted accounts at the date of this Agreement and in the future, including the restricted accounts specified in Annex 1.
Bank's Security Interests means any prior security interests in a Bank Account in favour of the respective Bank which are created either by law or pursuant to the standard terms and conditions of the respective Bank.
Business Day means a Business Day as defined in the Note, provided that Business Day shall only include any such day commercial banks in Zurich are open for normal business transactions.
CC means the Swiss Civil Code (Schweizerisches Zivilgesetzbuch, ZGB) of December 10, 1907, as amended from time to time (SR 210).
Clause means any clause of this Agreement.
CO means the Swiss Code of Obligations (Schweizerisches Obligationenrecht) dated 30 March 1911, as amended and restated from time to time.
Collateral Agent has the meaning set forth in the introductory paragraph of this Agreement.
DEBA means the Swiss Federal Debt Enforcement and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs, SchKG) of April 11, 1889, as amended from time to time (SR 281.1).
Event of Default means any of the events described as "Events of Default" in the Note.
Finance Documents has the meaning given to it in the Note.
Note has the meaning set forth in Whereas Clause A.
Note Purchase Agreement has the meaning set forth in Whereas Clause A.
Parallel Debt has the meaning given to it in the Note Purchase Agreement.
Parties or Party has the meaning set forth in the introductory paragraph of this Agreement.
Pledge has the meaning set forth in Clause 2.1.
Pledged Assets has the meaning set forth in Clause 2.1.
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Pledgees has the meaning in the introductory paragraph of this Agreement.
Pledgor has the meaning set forth in the introductory paragraph of this Agreement.
Restricted Obligations has the meaning set forth in Clause 7.2.
Secured Obligations has the meaning given to the term "Obligations" in the Note.
Secured Parties has the meaning assigned to it in the Note Purchase Agreement.
Swiss Maximum Amount has the meaning set forth in Clause 7.2.
2.References
References to any agreement or document shall be construed as references to such agreements or documents as amended, novated, supplemented, extended or restated from time to time.
3.Conflicts with other Agreements
Notwithstanding anything herein to the contrary, the security interest granted to the Pledgees pursuant to this Agreement and the exercise of any right or remedy by the Pledgees with respect to the Pledged Assets hereunder (including any representation and any undertaking) are subject to the provisions of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable. In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms would affect the validity, ranking, priority or enforceability of the Pledge created under this Agreement.
2.Pledge of Bank Accounts
1.Object of Pledge
(a)The Pledgor hereby agrees to pledge and hereby unconditionally pledges pursuant to articles 899 et seq. CC to each of the Pledgees (each of them individually represented by the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees all of its current and future rights, claims, benefits and interest in and to the Bank Accounts, including, without limitation, the balances standing to the credit of the Pledgor from time to time (collectively the Pledged Assets) as a first ranking continuing pledge (i.e., each of the Pledgees' pledge being equally in the first rank), free and clear of any pledges, liens, rights of set-off or other third party rights of any nature in favour of third parties except for the Bank's Security Interests if, insofar and for as long as the relevant Bank has not waived its Bank's Security Interests, in which case the security shall serve as a second ranking security (the Pledge), effective as of the date hereof, as security for the Secured Obligations.
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(b)The Collateral Agent hereby accepts the Pledge as Pledgee in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees.
2.Secured Obligations
The Pledge shall serve as a first ranking and continuing security for the prompt and complete payment, discharge and performance of any and all Secured Obligations, irrespective of (i) any intermediate discharge of any but not all of the Secured Obligations, (ii) any intermediate payment or increase of the amount of all or any part of the Secured Obligations, (iii) any transfer of rights and obligations by novation or otherwise from one Pledgee to another Pledgee under the Finance Documents and (iv) any change, amendment or supplement whatsoever in the Finance Documents unless and until the security is released in full by the Collateral Agent in accordance with the terms of this Agreement.
3.Use of Bank Accounts
(a)As long as the Collateral Agent has not delivered written notice to the Pledgor upon or after an Event of Default has occurred which is continuing, the Pledgees hereby authorize the Pledgor to operate the Bank Accounts in accordance with the Finance Documents, in particular to draw any of the balances standing to the credit of any of the Bank Accounts, freely in the ordinary course of its business.
(b)Upon the occurrence and during the continuation of an Event of Default, the Pledgor shall no longer be entitled to operate the Bank Accounts (including disposing of any of the Pledged Assets) without the Collateral Agent's (acting on behalf of the Pledgees) prior written consent in which case the Collateral Agent (acting on behalf of the Pledgees) may inform the Banks about the expiry of this authorization granted under this Clause 2.3.
4.Notification and Waiver
(a)This Agreement and the security interest created hereunder shall be notified to each Bank. The Pledgor shall prepare and sign a notification letter in relation to the corresponding Bank Accounts, substantially in the form of Annex 2 or as otherwise agreed with the respective Bank and satisfactory to the Collateral Agent (the Notification) and request the signature from the Collateral Agent to any Notification. The Pledgor shall on the date of this Agreement furnish to the Collateral Agent copies of the Notifications including sufficient evidence of dispatch, provided the Pledgor has received the relevant countersignature to such Notification from the Collateral Agent.
(b)Further, the Pledgor shall undertake reasonable endeavors that each of the Banks within 30 Business Days of service of the Notification provides a letter or other written document duly signed by the relevant Bank wherein the relevant Bank (i) acknowledges the Notification and (ii) waives the Bank's Security Interests it may have in relation to the Pledged Assets, substantially in the form of Annex 3 or as otherwise agreed with the respective Bank and satisfactory to the Collateral Agent (the Acknowledgement and Waiver), provided that the Bank's Security Interest shall remain in full force and effect
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as a second ranking security interest and shall be automatically reinstated as a first ranking security upon release of the Pledged Assets in accordance with Clause 9 (Release of Pledge), and promptly furnish to the Collateral Agent copies thereof; provided further that the Pledgor’s obligation to undertake reasonable endeavors that each Bank provide an Acknowledgement and Waiver shall cease 30 Business Days after the delivery of the Notification.
(c)Notwithstanding any agreements in relation to the opening of new bank accounts, the Pledgor shall in respect of any new Bank Account which it holds after the date of this Agreement notify the relevant Bank of the Pledge(s) concurrently with the opening of such new Bank Account by a Notification and furnish to the Collateral Agent copies of the Notifications including sufficient evidence of dispatch, provided the Pledgor has received the relevant countersignature to such Notification from the Collateral Agent. In such cases, the Pledgor shall undertake reasonable endeavors that each of the Banks within 30 Business Days of service of the Notification provides an Acknowledgement and Waiver in accordance with paragraph (b) above, provided that the Bank's Security Interest shall remain in full force and effect as a second ranking security interest and shall be automatically reinstated as a first ranking security upon release of the Pledged Assets in accordance with Clause 9, and promptly furnish to the Collateral Agent copies thereof; provided further that the Pledgor’s obligation to undertake reasonable endeavors that such a Bank provide an Acknowledgement and Waiver shall cease 30 Business Days after the delivery of the Notification.
(d)The Collateral Agent is authorized to inform at any time any Bank of the existence of the Pledge and the terms of this Agreement.
3.Representations and Warranties
Without prejudice and in addition to the representations and warranties under the other Finance Documents, the Pledgor hereby represents and warrants to each of the Pledgees that as of the date of this Agreement:
(a)no book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act are deposited in the Bank Accounts;
(b)this Agreement constitutes legal, valid and binding obligations of the Pledgor and, subject to the satisfaction of any applicable perfection requirements (i) creates an effective and perfected Pledge, and (ii) is enforceable against the Pledgor in accordance with its terms; and
(c)the Pledgor is the sole creditor and owner of the existing Pledged Assets, and the Pledged Assets are free and clear of any pledges, liens, encumbrances, rights of set-off or third party rights of any nature (whether in rem or in personam) other than the Pledge and the Bank's Security Interests.
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4.Undertakings
Subject to the terms of the Note and the Note Purchase Agreement, the Pledgor hereby undertakes for as long as the Pledge remains in effect:
(a)other than as permitted by this Agreement and the other Finance Documents, not to assign, sell, transfer or otherwise dispose of all or any part of the Pledged Assets or, subject to any Bank's Security Interests create any pledges, liens, rights of set-off or third party rights of any nature relating to its rights, claims, benefits and interest in and to the Bank Accounts;
(b)not to take any action with respect to the Bank Accounts and the Pledged Assets that would, taken as a whole, materially and adversely affect (i) any rights of the Pledgees under this Agreement or any other Finance Document or (ii) the validity and enforceability of the Pledge; and
(c)to promptly deliver to the Collateral Agent any acknowledgment of debt (Schuldschein), which evidences the Pledged Assets (if any),
provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents save if and to the extent that such action would affect the validity, ranking, priority, or enforceability of this Pledge.
5.Enforcement of Pledge
(a)In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion by either:
(i)realizing the Pledge by forced sale pursuant to the DEBA;
(ii)realizing the Pledge without regard to the provisions of the DEBA by private enforcement (private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt);
(iii)setting off the Pledged Assets against Secured Obligations irrespective of the identity of the creditor of the Secured Obligation; or
(iv)enforcement proceedings pursuant to other applicable laws.
(b)In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's length terms. Furthermore,
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the Collateral Agent may in its sole discretion apply all monies standing to the credit of the Bank Accounts and the Pledged Assets as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement.
(c)With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect.
(d)The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible.
(e)Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder.
(f)Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis).
(g)The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets.
(h)The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.
6.Application of Proceeds
Any proceeds received by the Collateral Agent or any other Pledgee under this Agreement, in particular in connection with the enforcement of the Pledge, shall be applied towards satisfaction of the Secured Obligations in accordance with section 9(h) of the Note Purchase Agreement.
7.Security for Third Party Obligations
1.Waiver of Legal Subrogation and Non-Accessory Security Rights
If and to the extent the Secured Obligations are not only owed by the Pledgor but also by third parties, and if and to the extent the Pledgor satisfies the Secured Obligations in full or in part (including by enforcement of the Pledge), the following provisions shall apply:
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(a)Until satisfaction of the Secured Obligations in full, the legal subrogation (gesetzlicher Forderungsübergang) pursuant to articles 110, 149 CO (or any other applicable provision) or under any other applicable law shall not apply. For the avoidance of doubt, the claim for indemnity (article 148 para. 2 CO) shall not be affected thereby.
(b)The Pledgor may request the transfer to it of non-accessory security rights (nicht-akzessorische Sicherungsrechte) which have not been provided by the Pledgor only upon satisfaction of the Secured Obligations in full and only if and to the extent the respective security provider has approved the transfer to the Pledgor.
2.Limitation of Security
Notwithstanding anything to the contrary in this Agreement, the obligations of the Pledgor and the rights of the Pledgees and the Collateral Agent under this Agreement are subject to the following limitations:
(a)If and to the extent that the security interest granted by the Pledgor under this Agreement secures obligations of its Affiliates which are not its wholly-owned direct or indirect Subsidiaries (the Restricted Obligations) and if using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven), the repayment of statutory capital reserves (Rückzahlung von gesetzlichen Kapitalreserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Pledgor or would otherwise be restricted under then applicable Swiss law, the proceeds from the enforcement of such security interest to be used to discharge the Restricted Obligations shall be limited to the amount of freely disposable equity (frei verwendbares Eigenkapital) (including, without limitation, any statutory reserves which can be transferred into unrestricted distributable reserves) of the Pledgor at the time of enforcement, as determined in accordance with Swiss law and Swiss accounting principles (the Swiss Maximum Amount), provided that this is a requirement under then applicable mandatory Swiss law and it is understood that such limitation shall not free the Pledgor from its obligations in excess of the Swiss Maximum Amount, but that it shall merely postpone the performance date of those obligations until such time or times as performance is again permitted.
(b)Promptly after the enforcement of the security interest granted by the Pledgor under this Agreement (but in any event within not more than 30 Business Days after the relevant request having been made), the Pledgor shall (x) perform any obligations which are not affected by the above limitations, and (y) if and to the extent required by Applicable Law applicable to the Pledgor or reasonably requested by the Collateral Agent:
(i)provide the Collateral Agent with an interim balance sheet audited by the statutory auditors of the Pledgor setting out the Swiss Maximum Amount and confirming that using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations in an amount corresponding to
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the Swiss Maximum Amount is in compliance with the provisions of the applicable Swiss law;
(ii)convert restricted reserves into reserves freely available for distribution as dividends (to the extent permitted by mandatory Swiss law); and
(iii)take any further corporate and other action as may be required by law (such as board and shareholders' approvals and the receipt of any confirmations from the Pledgor’s statutory auditors) and other measures reasonably necessary to allow the Collateral Agent to use enforcement proceeds as agreed hereunder with a minimum of limitations.
(c)In relation to the Restricted Obligations, the Pledgor shall (x) use its commercially reasonable efforts to ensure that enforcement proceeds can be used to discharge the Restricted Obligations without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to Applicable Law (including tax treaties) rather than payment of Swiss withholding tax; (y) to the extent such notification procedure is not available, the Collateral Agent undertakes to withhold from the enforcement proceeds of the Pledge an amount of Swiss withholding tax at the rate of 35 per cent. (or such other rate as is in force at that time), forward such amount to the Swiss Federal Tax Administration, within 10 Business Days after presentation by the Pledgor to the Collateral Agent of the relevant form of the Swiss Federal Tax Administration, it being specified that the Pledgor shall fill in and prepare the relevant form of the Swiss Federal Tax Administration and submit it to the Collateral Agent for approval, which approval shall not be unreasonably withheld; (z) promptly after a deduction for Swiss withholding tax is made as required by Applicable Law, use its commercially reasonable efforts to ensure that any person which is entitled to a full or partial refund of the Swiss withholding tax deducted from such enforcement proceeds, is in a position to be so refunded and in case it has received any refund of the Swiss withholding tax, pay such refund to the Collateral Agent promptly upon receipt thereof.
(d)If the enforcement of Restricted Obligations would be limited due to the effects referred to in this Clause 7.2, then the Pledgor shall (x) to the extent permitted by Applicable Law, revalue and/or realize any of the Pledgor’s assets that are shown on its balance sheet with a book value that is significantly lower than the market value of such assets, in case of realisation, however, only if such assets are not necessary for the Pledgor’s business (nicht betriebsnotwendig) and (y) reduce the Pledgor’s share/quota capital to the minimum allowed under then Applicable Law.
8.Release of Pledge
(a)The Pledged Assets or, in case of a realization of (part of) the Pledged Assets, the remainder thereof, shall be released from the Pledge and returned to the Pledgor at the cost and risk of the Pledgor if and when (i) all Secured Obligations have been irrevocably paid and discharged in full and no further Secured Obligations are capable of arising in accordance with the terms of the Finance Documents, (ii) any other event
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occurs requiring a release of the Pledged Assets or (iii) as permitted by the Finance Documents.
(b)Neither of the Collateral Agent nor the Pledgees will make, and neither of them shall be deemed to have made, any representation or warranty, whether express or implied, with respect to any Pledged Assets released from the Pledge and returned to the Pledgor under this Clause 8, except that at the date of such release of the Pledged Assets from the Pledge, such Pledged Assets are free and clear of any third-party rights arising from the Collateral Agent's acts.
9.Role of Collateral Agent
(a)The Collateral Agent hereby confirms that each of the other Pledgees has appointed and each new Secured Party will appoint the Collateral Agent to act as its representative under and in connection with this Agreement pursuant to section 9(c) of the Note Purchase Agreement. In particular, each of the Pledgees has authorized, and each of the persons becoming a new Pledgee subsequent to this Agreement will authorize the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions. The Pledgor acknowledges such rights and powers.
(b)The Collateral Agent performs its rights and obligations under this Agreement and exercises the rights and obligations of the Pledgees hereunder in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees as direct representative (direkter Stellvertreter) and any action with respect to this Agreement taken by the Collateral Agent shall be construed as binding upon the Collateral Agent and each of the other Pledgees.
10.Reinstatement
Where any discharge in respect of the Secured Obligations is made, in whole or in part, and any amount paid pursuant to any such discharge is avoided or reduced as a result of insolvency or any similar events, the respective Pledgees will have or continue to have a Secured Obligation and, in case the Pledged Assets have been released from the Pledge, the Pledgor shall undertake all actions that are necessary for the reinstatement of the Pledge, in particular the Pledgor shall redeliver the Pledged Assets. Such reinstatement shall, to the extent required, include a reinstatement of this Agreement and the Pledge shall continue as if there had been no discharge in respect of such Secured Obligations.
11.Duration; Independence
(a)The Pledge shall not cease to exist if the Secured Obligations have been discharged only partially or temporarily.
(b)This Agreement shall create a continuing Pledge and no change, amendment, restatement or supplement whatsoever in the Finance Documents or in any document or agreement related to any of the other Finance Documents shall affect the validity or
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the scope of this Agreement and the Pledge nor the obligations which are imposed on the Pledgor pursuant to it.
(c)This Agreement and the Pledge are independent from any other security interest or guarantee which may have been or will be entered into for the benefit of the Collateral Agent or any other Pledgee. None of such other security interest or guarantee shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement or the Pledge.
12.Banking Secrecy Waiver
The Collateral Agent is hereby authorized vis-à-vis the Banks, irrevocably for as long as the Pledge exists, to obtain at any time from the Banks all requested information regarding the Bank Accounts held with the relevant Bank.
13.General Provisions
1.No Waiver
No failure or delay by any Party in exercising any right, power or privilege granted under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
2.Notices
(a)All notices or other communications to be given under or in connection with this Agreement shall be made in writing and shall be delivered by hand, by registered mail (return receipt requested), by an internationally recognized courier, and with respect to notices or other communications addressed to the Collateral Agent, unless otherwise instructed by the Collateral Agent, by e-mail to the following addresses:
if to the Collateral Agent to:
Address:Glencore Canada Corporation, 100 King Street West Suite 6900 Toronto, ON, M5X 1E3, Canada
Email: [XXX]
Attention:Legal Department

with a copy to:
Address:Glencore International AG Baarermattstrasse 3, 6340 Baar, Switzerland
Email: [XXX]
Attention:General Counsel

with a copy to:
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Address:Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153
Email:
[XXX]
Attention:Justin Lee, Heather Emmel, David Avery-Gee, Nitin Konchady


if to Pledgor to:
Address:Li-Cycle Europe AG, Neuhofstrasse 6, 6340 Baar, Switzerland
Email: [XXX]
Attention:Jens Emrich

Address:Li-Cycle Holdings Corp., 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7, Canada
Email: [XXX]
Attention:Ajay Kochhar

with a copy to:
Address:Freshfields Bruckhaus Deringer LLP 3 World Trade Center 175 Greenwich Street New York, New York 10007
Email: [XXX]
Attention:Andrea M. Basham, Allison R. Liff

or any substitute address or fax number as a party may notify to the other in accordance with the above by not less than five days' notice.
(b)Any notice to be given hereunder shall be given prior to the expiry of a term or deadline set forth in this Agreement or by applicable law, or the notice shall be deemed null and void. All notices, communications, documents or other information shall be effective upon receipt by the party to whom it is addressed irrespective of whether received prior to or after the expiry of such term or deadline (provided that the notice was timely and duly given in accordance with this Clause 13.2).
3.Entire Agreement
This Agreement, including the annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. All references to this Agreement shall be deemed to include the annexes hereto.
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4.Amendments and Waivers
This Agreement (including this Clause 13.4) may only be modified or amended by a document signed by all Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.
5.Transfer of Rights and Obligations
(a)The Pledgor may not transfer or assign this Agreement or any rights or obligations hereunder without prior written consent of the Collateral Agent.
(b)The Pledgees may transfer and assign any rights hereunder in accordance with the Note Purchase Agreement without the consent of the Pledgor or any other person to any third party.
(c)Each new Secured Party which has become a party to the Note Purchase Agreement shall automatically become a party hereto (Vertragspartei), and thereby assume all rights and obligations of the Pledgees, to the extent that an existing Secured Party has transferred all or parts of its rights and obligations under the Note Purchase Agreement to that new Secured Party, and with such accession hereto each such new Secured Party automatically accepts its representation by the Collateral Agent pursuant to Clause 9 (Role of Collateral Agent). In case of a complete transfer of all of an existing Secured Party's rights, benefits and obligations in accordance with the Note Purchase Agreement, that existing Secured Party shall cease to be a party to this Agreement. The Pledgor explicitly consents to such a transfer of a contractual position (Vertragsübernahme).
6.Severability
Should any part or provision of this Agreement be, be held, or become illegal, invalid or unenforceable in any respect by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement shall nonetheless remain legal, valid and enforceable and not in any way be affected or impaired. In such case, the Parties shall replace the illegal, invalid or unenforceable provision with such valid and enforceable provision which best reflects the commercial and legal purpose of the replaced provision and shall execute all agreements and documents required in this connection.
14.Governing Law and Jurisdiction
1.Governing Law
This Agreement and the Pledge shall be governed by and construed in accordance with the substantive laws of Switzerland.
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Bank Account Pledge Agreement
2.Place of Jurisdiction
(a)The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.
(b)The Collateral Agent and each of the other Pledgees shall have the right to institute legal proceedings against the Pledgor before any other competent court or authority, in which case Swiss law shall nevertheless be applicable as provided in Clause 14.1.
[Signatures on next page]

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Pledgor:

Li-Cycle Europe AG

/s/ Elewout Steven J. Depicker        /s/ Udo Schleif_________________

Elewout Steven J. Depicker            Udo Schleif
Director                Director
Pledgees and Collateral Agent:

Glencore Canada Corporation

in its capacity as Collateral Agent under the Finance Documents, and acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter)

/s/ Adam Luckie_____________

Name: Adam Luckie
Function: Authorised Signatory
[Signature page of the Bank Account Pledge Agreement]
Error! Unknown document property name.

Bank Account Pledge Agreement
Annex 1 - List of Bank Accounts
[XXX]

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Bank Account Pledge Agreement
Annex 2 - Form of Notification Letter for Bank Accounts
[Letterhead of Pledgor]
To: [Account Bank]
[insert place and date]
Notification of Pledge
Dear Madam or Sir
Reference is made to the following bank accounts held by Li-Cycle Europe AG (the Pledgor) with you (the Bank Accounts):
[IBAN][Currency]

You are hereby notified that the Pledgor and Glencore Canada Corporation, in its capacity as Collateral Agent (the Collateral Agent) acting in its own name and on his own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of certain pledgees (direkter Stellvertreter), have entered into a bank account pledge agreement (the Agreement). Thereby, the Pledgor has pledged to the Collateral Agent and the Pledgees (as defined in the Agreement) all of its rights, claims, benefits and interest in and to the Bank Accounts, including, without limitation, the Bank Account balances standing to the credit of the Pledgor from time to time (the Pledged Assets).
Until you are informed by the Collateral Agent otherwise, the Pledgor is entitled to operate the Bank Accounts freely, in particular to draw any of the balances standing to the credit of any of the Bank Accounts.
According to the Agreement, upon the declaration by the Collateral Agent of an event of default which is continuing, the Collateral Agent has the right, inter alia, (i) to notify you of the occurrence of such event of default, and (ii) to freely dispose of the Pledged Assets and give respective instructions to you without any restrictions (the Instructions).
You may fully – without any responsibility on your side – rely on the Instructions sent to you on the letterhead of the Collateral Agent, whether delivered in form of an original or of a copy and you are released from any duty to verify the signature power of any individual that has signed the Instruction or any subsequent instruction on behalf of the Collateral Agent in relation to the Pledged Assets.
Until receipt of the Instructions, any interest payment and other payment relating to the Pledged Assets may be credited to the Bank Accounts. Upon receipt of the Instructions you may only validly discharge your obligations in respect of the Pledged Assets by payment/transfer in accordance with the Instructions received from the Collateral Agent.
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Bank Account Pledge Agreement
Under the Agreement, the Pledgor has waived any secrecy rights in relation to the Pledged Assets for the benefit of the Collateral Agent. We hereby authorize and instruct you to disclose, upon request of the Collateral Agent, any information relating to the Pledged Assets to the Collateral Agent.
We hereby ask you, for the benefit of the Collateral Agent, to irrevocably waive all rights of pledge, of set-off and any other security rights you have over the Pledged Assets, as long as the above-mentioned pledge is in effect.
Please find enclosed a respective declaration which we kindly ask you to return duly signed to the Pledgor in order to acknowledge your consent to the above mentioned waiver and the matters set forth therein.
Li-Cycle Europe AG
as Pledgor



Elewout Steven J. Depicker
Director



Udo Schlief
Director
Glencore Canada Corporation
as Collateral Agent acting in its own name and on his own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of certain pledgees (direkter Stellvertreter)



            
Name: Adam Luckie
Function: Authorised Signatory

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Bank Account Pledge Agreement
Annex 3 - Form of Acknowledgment and Waiver
[Letterhead of Bank]
To:     Li-Cycle Europe AG
Neuhofstrasse 6
6340 Baar
Switzerland
Copy:    [Collateral Agent]
[Insert place, date]
Account no [IBAN] in the name of Li-Cycle Europe AG (the "Bank Accounts")
Acknowledgment of Pledge and Waiver
Dear Sirs,
We have taken due notice of the notification of pledge of [date] in relation to the Bank Accounts (the Notification). The terms defined in the Notification shall have the same meaning herein. The Notification shall be an integral part of this letter of acknowledgment and waiver.
Capitalised terms used but not defined in this acknowledgment shall have the meaning assigned to such term in the Notification.
We hereby
take due note of the pledge mentioned in your Notification;
acknowledge that upon receipt of the Instructions we may only validly discharge our obligations in respect of the Pledged Assets by payment/transfer in accordance with the Instructions received from Glencore Canada Corporation as Collateral Agent (the Collateral Agent);
take due note that we may fully – without any responsibility on our side – rely on the Instructions made on the letterhead of the Collateral Agent, whether delivered in form of an original or of a copy and we are released from any duty to verify the signature power of any individual that has signed the letter of instruction or any subsequent instruction on behalf of the Collateral Agent in relation to the Pledged Assets;
take due note Li-Cycle Europe AG has waived any secrecy rights in relation to the Pledged Assets for the benefit of the Collateral Agent (in its capacity as Collateral Agent only) and has authorized and instructed us to disclose, upon request of the Collateral Agent, any information relating to the Pledged Assets to the Collateral Agent;
irrevocably waive all rights of pledge, of set-off and any other security rights we have over the Pledged Assets, as long as the pledge is in effect; and
confirm that to our knowledge no security or security interest exists in favor of a third party on, over or with respect to the Pledged Assets.
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Bank Account Pledge Agreement
This acknowledgement and waiver is for the benefit of the pledgees represented by the Collateral Agent and we will not rescind, amend or waive any acknowledgement or agreement set out in this letter without the prior written consent of the Collateral Agent.
[Bank]
Name:
Function:
Name:
Function:

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Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.

image_01.jpgimage_1.jpgExecution Version
image_01.jpgimage_1.jpg
Share Pledge Agreement
dated as of May 31, 2024

by and between

Li-Cycle Holdings Corp.
207 Queens Quay West, Suite 590
Toronto, Ontario M5J 1A7
Canada
(the Pledgor)

and

the Secured Parties
(as defined below)
(the Pledgees)

represented by

407147/16203899v9

Share Pledge Agreement
Glencore Canada Corporation
100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
Canada
in its capacity as Collateral Agent under the Note Purchase Agreement (as defined herein), and acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter)
(the Collateral Agent)

regarding the pledge of the shares in Li-Cycle Europe AG




Table of Contents
1.    Definitions and References    5
1.1    Definitions    5
1.2    References    7
1.3    Conflicts with other Agreements    7
2.    Pledge    7
2.1    Object of Pledge    7
2.2    Secured Obligations    7
2.3    Perfection of the Pledge on Existing Shares    8
3.    Perfection of the Pledge on Future Shares    8
4.    Shareholder Rights    8
4.1    Subscription Rights    8
4.2    Dividends    8
4.3    Voting Rights    9
5.    Representations and Warranties    9
6.    Undertakings    10
7.    Enforcement of Pledge    11
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Share Pledge Agreement
8.    Application of Proceeds    12
9.    Waiver of Legal Subrogation and Non-Accessory Security Rights    12
10.    Release of Pledge    13
11.    Role of Collateral Agent    13
12.    Reinstatement    13
13.    Duration; Independence    14
14.    General Provisions    14
14.1    No Waiver    14
14.2    Notices    14
14.3    Entire Agreement    15
14.4    Amendments and Waivers    15
14.5    Transfer of Rights and Obligations    15
14.6    Severability    16
15.    Governing Law and Jurisdiction    16
15.1    Governing Law    16
15.2    Place of Jurisdiction    16
Annex 1- Details of Existing Shares    19

This share pledge agreement (the Agreement) is made as of the date hereof, by and between:
(a)Li-Cycle Holdings Corp., a corporation incorporated and organized under the laws of the Province of Ontario, with registered office at 207 Queens Quay West, Suite 590, Toronto, Ontario M5J 1A7, Canada, as pledgor (the Pledgor); and
(b)the Secured Parties as pledgees (the Pledgees), represented by:
Glencore Canada Corporation, a corporation incorporated and organized under the laws of the Province of Ontario, Canada, with registered office at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter) (the Collateral Agent, and together with the Pledgor and the Pledgees, the Parties, and each individually a Party).
Whereas
A.Li-Cycle Holdings Corp. (the Issuer) has entered into an amended and restated note purchase agreement with Glencore Ltd. and the Collateral Agent, dated as of March 25, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the
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Note Purchase Agreement), pursuant to which the Issuer has agreed to issue and sell to the Collateral Agent a senior secured convertible note in a principal amount of $75,000,000 maturing on the fifth anniversary of the date of issuance of such senior secured convertible note (the Note).
B.In order to satisfy certain conditions subsequent of the Note Purchase Agreement and in order to provide security for each of the Pledgees, the Pledgor wishes to pledge as security for the Secured Obligations (as defined below) the Pledged Assets (as defined below).
C.The Pledgor owns all shares in Li-Cycle Europe AG (the Company), a company incorporated under the laws of Switzerland, under registration number CHE-276.781.098, having its registered office at Neuhofstrasse 6, 6340 Baar, Switzerland.
D.As of the date hereof, the Company has an issued share capital of CHF 100,000, divided into 100,000 registered shares with a par value of CHF 1.00 each.
E.The Collateral Agent has been duly appointed under section 9 of the Note Purchase Agreement to act as Collateral Agent and shall act in the name and on behalf of the Pledgees in the execution, delivery and performance of this Agreement and shall exercise the rights of the Pledgees arising hereunder as their direct representative (direkter Stellvertreter).
Now, therefore, the Parties agree as follows:
1.Definitions and References
1.Definitions
Unless defined otherwise herein and except to the extent that the context requires otherwise, capitalized terms used in this Agreement shall have the meanings assigned to them in the Note or the Note Purchase Agreement (as appropriate).
Adverse Effect means any effect or a sequence of effects which materially and adversely affect (i) the validity or enforceability of the Pledge or (ii) the rights and claims of the Collateral Agent or the other Pledgees under this Agreement.
Agreement means this share pledge agreement.
Business Day means a Business Day as defined in the Note, provided that Business Day shall only include any such day commercial banks in Zurich are open for normal business transactions.
CC means the Swiss Civil Code (Schweizerisches Zivilgesetzbuch, ZGB) of December 10, 1907, as amended from time to time (SR 210).
Certificate means the certificate representing the Existing Shares as specified in Annex 1.
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Clause means any clause of this Agreement.
CO means the Swiss Code of Obligations (Schweizerisches Obligationenrecht, OR) of March 30, 1911, as amended from time to time (SR 220).
Collateral Agent has the meaning set forth in the introductory paragraph of this Agreement.
Canadian Pledge Agreement means the Canadian Pledge Agreement dated as of March 25, 2024 made by, among others, the Pledgor in favor of the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.
Canadian Security Agreement means the Canadian General Security Agreement dated as of March 25, 2024 made by, among others, the Pledgor in favor of the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.
Canadian Security Documents means the Canadian Pledge Agreement and the Canadian Security Agreement.
Company has the meaning set forth in Whereas Clause C.
DEBA means the Swiss Federal Debt Enforcement and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs, SchKG) of April 11, 1889, as amended from time to time (SR 281.1).
Dividends means dividends, repayments of statutory capital reserves or other distributions relating to the Shares either in cash or in kind, including in the form of additional shares or Participation Rights or any other form.
Event of Default means any of the events described as "Events of Default" in the Note.
Finance Documents has the meaning given to it in the Note.
Existing Shares means all fully paid 100,000 registered shares of the Company, each with a par value of CHF 1.00, held by the Pledgor as of the date of this Agreement.
FISA means the Swiss Federal Act on Intermediated Securities (Bucheffektengesetz, BEG) of October 3, 2008, as amended from time to time (SR 957.1).
Future Shares means any shares or Participation Rights issued in addition to the Existing Shares by the Company in whatever nominal value, which the Pledgor receives in whatsoever manner subsequent to the date of this Agreement.
Note has the meaning set forth in Whereas Clause A.
Note Purchase Agreement has the meaning set forth in Whereas Clause A.
Parallel Debt has the meaning given to it in the Note Purchase Agreement.
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Participation Rights means participation rights (Partizipationsscheine) within the meaning of articles 656a et seq. CO and profit sharing certificates (Genussscheine) within the meaning of article 657 CO.
Parties or Party has the meaning set forth in the introductory paragraph of this Agreement.
Pledge has the meaning set forth in Clause 2.1.
Pledged Assets means collectively the Shares and the Related Rights.
Pledgees has the meaning in the introductory paragraph of this Agreement.
Pledgor has the meaning set forth in the introductory paragraph of this Agreement.
Related Rights means all moneys payable and any and all other accessory or other rights, benefits and proceeds (to the extent their assignability is not precluded by mandatory law) in respect of, or derived from, the Shares, whether present or future and whether by way of capital reduction, redemption, substitution, conversion or otherwise, including Subscription Rights, Dividends, liquidation proceeds upon liquidation of the Company, and Voting Rights.
Secured Obligations has the meaning given to the term "Obligations" in the Note.
Secured Parties has the meaning assigned to it in the Note Purchase Agreement.
Shares means any Existing Shares and any Future Shares owned by the Pledgor from time to time.
Subscription Rights means the Pledgor's preemptive rights (Bezugsrechte) and the advance subscription rights (Vorwegzeichnungsrechte) in connection with the issuance of Future Shares, or the creation of authorized or conditional share capital by the Company.
Voting Rights means the voting rights and any other non-monetary participation rights in relation to the Shares.
2.References
References to any agreement or document shall be construed as references to such agreements or documents as amended, novated, supplemented, extended or restated from time to time.
3.Conflicts with other Agreements
Notwithstanding anything herein to the contrary, the security interest granted to the Pledgees pursuant to this Agreement and the exercise of any right or remedy by the Pledgees with respect to the Pledged Assets hereunder (including any representation and any undertaking) are subject to the provisions of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable. In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the
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Share Pledge Agreement
terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms would affect the validity, ranking, priority or enforceability of the Pledge created under this Agreement.
2.Pledge
1.Object of Pledge
(a)The Pledgor hereby agrees to pledge and hereby unconditionally pledges the Pledged Assets pursuant to articles 899 et seq. CC to each of the Pledgees (each of them individually represented by the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees as a first ranking continuing pledge (i.e., each of the Pledgees' pledge being equally in the first rank)) (the Pledge), effective as of the date hereof, as security for the Secured Obligations.
(b)The Collateral Agent hereby accepts the Pledge as Pledgee in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees.
2.Secured Obligations
The Pledge shall serve as a first ranking and continuing security for the prompt and complete payment, discharge and performance of any and all Secured Obligations, irrespective of (i) any intermediate discharge of any but not all of the Secured Obligations, (ii) any intermediate payment or increase of the amount of all or any part of the Secured Obligations, (iii) any transfer of rights and obligations by novation or otherwise from one Pledgee to another Pledgee under the Finance Documents and (iv) any change, amendment or supplement whatsoever in the Finance Documents unless and until the security is released in full by the Collateral Agent in accordance with the terms of this Agreement.
3.Perfection of the Pledge on Existing Shares
The Pledge over the Existing Shares shall be perfected on the day of the execution of this Agreement by transfer and delivery to the Collateral Agent (or to a third party on its behalf) of the original of the Certificate, duly endorsed in blank.
3.Perfection of the Pledge on Future Shares
(a)The Pledgor undertakes to cause the Company to issue any Future Shares in certificated form and to transfer (or to procure the transfer of) all original certificates representing such Future Shares duly endorsed in blank to the Pledgees (represented by the Collateral Agent) promptly upon, but in any case no later than 10 (ten) Business Days after, receipt by the Pledgor of such certificates. The Pledgor further undertakes to procure the entry of the Pledge into the share register (Aktienbuch) of the Company in relation to any Future Shares and to provide the Collateral Agent with a copy of such updated share register (Aktienbuch).
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(b)The Future Shares shall serve, and continue to serve, as first ranking security for any and all Secured Obligations, irrespective of the value of the Future Shares in relation to the Secured Obligations.
4.Shareholder Rights
1.Subscription Rights
(a)As long as the Collateral Agent has not delivered written notice to the Pledgor upon or after an Event of Default has occurred and is continuing, any Subscription Rights shall remain with the Pledgor. The Pledgor shall notify the Collateral Agent promptly of any grant of Subscription Rights.
(b)Upon the occurrence of an Event of Default which is continuing and at least concurrent written notice to the Pledgor, the Collateral Agent shall be entitled, but not obligated, to exercise the Subscription Rights, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees and at its own discretion and the discretion of the other Pledgees.
2.Dividends
(a)As long as the Collateral Agent has not delivered written notice to the Pledgor upon or after an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all Dividends.
(b)Upon the occurrence of an Event of Default which is continuing and at least concurrent written notice to the Pledgor, the Collateral Agent and the other Pledgees shall be entitled to receive and retain all Dividends in relation to the Shares, including Dividends that were approved and became due but have not been paid out prior to the occurrence of such Event of Default which is continuing.
3.Voting Rights
(a)As long as the Collateral Agent has not delivered written notice to the Pledgor upon or after an Event of Default has occurred which is continuing, all Voting Rights remain with the Pledgor. The Pledgor shall exercise its Voting Rights in a manner that will not have an Adverse Effect and in accordance with this Agreement and the Finance Documents.
(b)Upon or after the occurrence of an Event of Default which is continuing and at least concurrent written notice to the Pledgor, the Pledgor shall no longer exercise its Voting Rights related to the Shares without the prior written consent of the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees. With effect as from the occurrence of an Event of Default which is continuing or failure by the Pledgor to comply with a further assurance or perfection obligation hereunder, the Pledgor hereby grants a power of attorney to the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees, to exercise the Voting Rights at its discretion and hereby
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undertakes to promptly (i) execute and issue any and all proxies in favor of the Collateral Agent and the other Pledgees and (ii) do all acts and things and permit all acts and things to be done which are necessary or expedient for the Collateral Agent or any other Pledgee to exercise the Voting Rights.
(c)Following an Event of Default, the Pledgor shall promptly upon request by the Collateral Agent send copies to the Collateral Agent of any notices received from the Company regarding shareholder's meetings and any resolutions passed, as necessary or desirable for purposes of this Clause 4.3, by the Pledgor in connection with the Shares and the Related Rights.
5.Representations and Warranties
Without prejudice and in addition to the representations and warranties under the other Finance Documents, the Pledgor hereby represents and warrants to each of the Pledgees that as of the date of this Agreement:
(a)this Agreement constitutes legal, valid and binding obligations of the Pledgor and, subject to the satisfaction of any applicable perfection requirements (i) creates an effective and perfected Pledge, and (ii) is enforceable against the Pledgor in accordance with its terms;
(b)no acknowledgements of debt (Schuldscheine) exist relating to the Related Rights;
(c)no agreements relating to the existing Pledged Assets have been made, and no shareholders' meeting or board meeting/written resolution of the board of the Company has been held or passed, is called for or planned in which resolutions were, or are proposed to be, passed or approved that could adversely affect the Pledge or any other right of the Collateral Agent or the other Pledgees under this Agreement;
(d)the Existing Shares do not constitute intermediated securities pursuant to the FISA;
(e)the Existing Shares are duly and validly issued by the Company, are fully paid and non-assessable and constitute all issued and outstanding shares of the Company;
(f)the Pledgor is the sole creditor and/or owner of the existing Pledged Assets, and the existing Pledged Assets are free and clear of any pledges, liens, encumbrances, or other interests or third party rights of any nature (whether in rem or in personam) other than the Pledge and the Canadian Security Documents;
(g)subject to the Pledge and the Canadian Security Documents, the Pledgor has not assigned, transferred or otherwise disposed of any of its rights, title and interest in the existing Pledged Assets;
(h)the Company has not created any conditional share capital or a capital band and has not granted any options for the acquisition of Shares;
(i)the Pledgor is in compliance with its obligations under articles 697j et seq. CO; and
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(j)Annex 1 (Details of Existing Shares) is accurate, complete and up-to-date as of the date hereof.
6.Undertakings
Subject to the terms of the Note and the Note Purchase Agreement, the Pledgor hereby undertakes for as long as the Pledge remains in effect:
(a)to promptly do all acts and things necessary to ensure that it remains registered as the shareholder of the Shares in the share register (Aktienbuch) of the Company;
(b)to ensure that no action is taken the effect of which would be any of the Shares becoming intermediated securities (Bucheffekten) pursuant to the FISA;
(c)not to take any action with respect to the Pledged Assets that would, taken as a whole, materially and adversely affect (i) any rights of the Pledgees under this Agreement or any other Finance Document or (ii) the validity and enforceability of the Pledge;
(d)to promptly deliver to the Collateral Agent any and all acknowledgements of debt (Schuldscheine) relating to the Related Rights;
(e)without the Collateral Agent's prior written consent, not to enter into any legal instrument relating to, or granting any form of security interest, lien, encumbrance or other interest or third party right over, or dispose of, transfer or assign the Pledged Assets, or take any other action having an Adverse Effect, in all cases except pursuant to the Canadian Security Documents;
(f)to exercise any and all subscription rights assigned to the Pledgor relating to the Shares and to take all such other actions as are necessary for the Pledgor to remain the owner of 100 per cent. of all shares and other equity securities in the Company; and
(g)without the Collateral Agent's prior written consent, not to take any action or vote in favor of any resolution with regard to the Company whereby:
(i)any dividend declaration, distribution or payment of Dividends would be unreasonably or materially altered;
(ii)the Company's legal form (inter alia, by merger (except in cases where the Company is the surviving entity), liquidation or transformation) or substance (e.g., by spin-off) would be modified or altered; or
(iii)the Company's articles of incorporation (Statuten) would be amended and such amendment would have an Adverse Effect (e.g., current corporate purpose provision would be materially amended, Existing Shares would be modified or altered, transferability of Shares would be restricted, voting proxies may only be granted to shareholders of the Company),
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provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents save if and to the extent that such action would affect the validity, ranking, priority, or enforceability of this Pledge.
7.Enforcement of Pledge
(a)In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion, by either:
(i)private enforcement (Private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case without regard to the provisions of the DEBA;
(ii)enforcement proceedings pursuant to the DEBA; or
(iii)enforcement proceedings pursuant to other applicable laws.
(b)In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends and other monies arising from the Shares or Related Rights as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement.
(c)With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect.
(d)The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible.
(e)Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder.
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(f)Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis).
(g)The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets.
(h)The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.
8.Application of Proceeds
Any proceeds received by the Collateral Agent or any other Pledgee under this Agreement, in particular in connection with the enforcement of the Pledge, shall be applied towards satisfaction of the Secured Obligations in accordance with section 9(h) of the Note Purchase Agreement.
9.Waiver of Legal Subrogation and Non-Accessory Security Rights
If and to the extent the Secured Obligations are not only owed by the Pledgor but also by third parties, and if and to the extent the Pledgor satisfies the Secured Obligations in full or in part (including by enforcement of the Pledge), the following provisions shall apply:
(a)Until satisfaction of the Secured Obligations in full, the legal subrogation (gesetzlicher Forderungsübergang) pursuant to articles 110, 149 CO (or any other applicable provision) or under any other applicable law shall not apply. For the avoidance of doubt, the claim for indemnity (article 148 para. 2 CO) shall not be affected thereby.
(b)The Pledgor may request the transfer to it of non-accessory security rights (nicht-akzessorische Sicherungsrechte) which have not been provided by the Pledgor only upon satisfaction of the Secured Obligations in full and only if and to the extent the respective security provider has approved the transfer to the Pledgor.
10.Release of Pledge
(a)The Pledged Assets or, in case of a realization of (part of) the Pledged Assets, the remainder thereof, shall be released from the Pledge and returned to the Pledgor at the cost and risk of the Pledgor if and when (i) all Secured Obligations have been irrevocably paid and discharged in full and no further Secured Obligations are capable of arising in accordance with the terms of the Finance Documents, (ii) any other event occurs requiring a release of the Pledged Assets or (iii) as permitted by the Finance Documents.
(b)Neither of the Collateral Agent nor the Pledgees will make, and neither of them shall be deemed to have made, any representation or warranty, whether express or implied, with respect to any Pledged Assets released from the Pledge and returned to the Pledgor
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under this Clause 10, except that at the date of such release of the Pledged Assets from the Pledge, such Pledged Assets are free and clear of any third-party rights arising from the Collateral Agent's acts.
11.Role of Collateral Agent
(a)The Collateral Agent hereby confirms that each of the other Pledgees has appointed and each new Secured Party will appoint the Collateral Agent to act as its representative under and in connection with this Agreement pursuant to section 9(c) of the Note Purchase Agreement. In particular, each of the Pledgees has authorized, and each of the persons becoming a new Pledgee subsequent to this Agreement will authorize the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions. The Pledgor acknowledges such rights and powers.
(a)The Collateral Agent performs its rights and obligations under this Agreement and exercises the rights and obligations of the Pledgees hereunder in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees as direct representative (direkter Stellvertreter) and any action with respect to this Agreement taken by the Collateral Agent shall be construed as binding upon the Collateral Agent and each of the other Pledgees.
12.Reinstatement
Where any discharge in respect of the Secured Obligations is made, in whole or in part, and any amount paid pursuant to any such discharge is avoided or reduced as a result of insolvency or any similar events, the respective Pledgees will have or continue to have a Secured Obligation and, in case the Pledged Assets have been released from the Pledge, the Pledgor shall undertake all actions that are necessary for the reinstatement of the Pledge, in particular the Pledgor shall redeliver the Pledged Assets to the Collateral Agent, including, for the avoidance of doubt, any proceeds from the disposal of and any other substitutes for the Pledged Assets. Such reinstatement shall, to the extent required, include a reinstatement of this Agreement and the Pledge shall continue as if there had been no discharge in respect of such Secured Obligations.
13.Duration; Independence
(b)The Pledge shall not cease to exist if the Secured Obligations have been discharged only partially or temporarily.
(c)This Agreement shall create a continuing Pledge and no change, amendment, restatement or supplement whatsoever in the Finance Documents or in any document or agreement related to any of the other Finance Documents shall affect the validity or the scope of this Agreement and the Pledge nor the obligations which are imposed on the Pledgor pursuant to it.
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(a)This Agreement and the Pledge are independent from any other security interest or guarantee which may have been or will be entered into for the benefit of the Collateral Agent or any other Pledgee. None of such other security interest or guarantee shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement or the Pledge.
14.General Provisions
1.No Waiver
No failure or delay by any Party in exercising any right, power or privilege granted under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
2.Notices
(a)All notices or other communications to be given under or in connection with this Agreement shall be made in writing and shall be delivered by hand, by registered mail (return receipt requested), by an internationally recognized courier, and with respect to notices or other communications addressed to the Collateral Agent, unless otherwise instructed by the Collateral Agent, by e-mail to the following addresses:
—if to the Collateral Agent to:
Address:Glencore Canada Corporation, 100 King Street West Suite 6900 Toronto, ON, M5X 1E3, Canada
Email: [XXX]
Attention:Legal Department

with a copy to:
Address:Glencore International AG Baarermattstrasse 3, 6340 Baar, Switzerland
Email: [XXX]
Attention:General Counsel

with a copy to:
Address:Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153
Email: [XXX]
Attention:Justin Lee, Heather Emmel, David Avery-Gee, Nitin Konchady


—if to Pledgor to:
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Share Pledge Agreement
Address:Li-Cycle Holdings Corp., 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7, Canada
Email: [XXX]
Attention:Ajay Kochhar

with a copy to:
Address:Freshfields Bruckhaus Deringer LLP 3 World Trade Center 175 Greenwich Street New York, New York 10007
Email: [XXX]
Attention:Andrea M. Basham, Allison R. Liff
or any substitute address or fax number as a party may notify to the other in accordance with the above by not less than five days' notice.
(b)Any notice to be given hereunder shall be given prior to the expiry of a term or deadline set forth in this Agreement or by applicable law, or the notice shall be deemed null and void. All notices, communications, documents or other information shall be effective upon receipt by the party to whom it is addressed irrespective of whether received prior to or after the expiry of such term or deadline (provided that the notice was timely and duly given in accordance with this Clause 14.2).
3.Entire Agreement
This Agreement, including the annex and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. All references to this Agreement shall be deemed to include the annex hereto.
4.Amendments and Waivers
This Agreement (including this Clause 14.4) may only be modified or amended by a document signed by all Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.
5.Transfer of Rights and Obligations
(a)The Pledgor may not transfer or assign this Agreement or any rights or obligations hereunder without prior written consent of the Collateral Agent.
(b)The Pledgees may transfer and assign any rights hereunder in accordance with the Note Purchase Agreement without the consent of the Pledgor or any other person to any third party.
(c)Each new Secured Party which has become a party to the Note Purchase Agreement shall automatically become a party hereto (Vertragspartei), and thereby assume all
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rights and obligations of the Pledgees, to the extent that an existing Secured Party has transferred all or parts of its rights and obligations under the Note Purchase Agreement to that new Secured Party, and with such accession hereto each such new Secured Party automatically accepts its representation by the Collateral Agent pursuant to Clause 11 (Role of Collateral Agent). In case of a complete transfer of all of an existing Secured Party's rights, benefits and obligations in accordance with the Note Purchase Agreement, that existing Secured Party shall cease to be a party to this Agreement. The Pledgor explicitly consents to such a transfer of a contractual position (Vertragsübernahme).
6.Severability
Should any part or provision of this Agreement be, be held, or become illegal, invalid or unenforceable in any respect by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement shall nonetheless remain legal, valid and enforceable and not in any way be affected or impaired. In such case, the Parties shall replace the illegal, invalid or unenforceable provision with such valid and enforceable provision which best reflects the commercial and legal purpose of the replaced provision and shall execute all agreements and documents required in this connection.
15.Governing Law and Jurisdiction
1.Governing Law
This Agreement and the Pledge (including matters as to the transfer and possession of any share certificates representing the Shares) shall be governed by and construed in accordance with the substantive laws of Switzerland.
2.Place of Jurisdiction
(a)The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.
(b)The Collateral Agent and each of the other Pledgees shall have the right to institute legal proceedings against the Pledgor before any other competent court or authority, in which case Swiss law shall nevertheless be applicable as provided in Clause 15.1.
(c)The Pledgor designates the Company as its representative for the service of judicial documents pursuant to article 140 of the Swiss Civil Procedure Code, and elects special domicile pursuant to article 50 DEBA at the registered seat of the Company.
[Signatures on next page]

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Pledgor:

Li-Cycle Holdings Corp.

/s/ Ajay Kochhar____________
Ajay Kochhar
President & Chief Executive Officer

Pledgees and Collateral Agent:

Glencore Canada Corporation
in its capacity as Collateral Agent under the Finance Documents, and acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of each of the other Pledgees as their direct representative (direkter Stellvertreter)

/s/ Adam Luckie______________

Name: Adam Luckie
Function: Authorised Signatory

Acknowledged and agreed by the Company

Li-Cycle Europe AG
/s/ Elewout Steven J. Depicker        /s/ Udo Schleif__________________

Elewout Steven J. Depicker            Udo Schleif
Director                Director

[Signature page of the Share Pledge Agreement]

Share Pledge Agreement
Annex 1- Details of Existing Shares
[XXX]
Error! Unknown document property name.

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Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.
image_0.jpg
Execution Copy

SECURITY ASSIGNMENT AGREEMENT
(SICHERUNGSABTRETUNGSVERTRAG)
between
Li-Cycle Germany GmbH
(as Assignor)
and
Glencore Canada Corporation
(as Collateral Agent)

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TABLE OF CONTENTS
2.    Assignment    9
3.    Assignment regarding Current Accounts    9
4.    Assignment and Passing Over of Security and Other Rights    9
5.    Security Purpose    10
6.    List of Receivables    10
7.    Notification to Third Party Debtor    11
8.    Bookkeeping and Data-Processing    11
9.    Collection of Receivables by the Assignor    12
10.    Representations and Warranties    13
11.    Undertakings    14
12.    Enforcement    15
13.    Enforcement Limitations    16
14.    Independent and continuing Security    20
15.    Release (Sicherheitenfreigabe)    20
16.    No Recourse against Third Parties    21
17.    Assignment    22
18.    Partial Invalidity    22
19.    Conflicts    23
20.    Amendments    23
21.    Waivers    23
22.    Notices and their Language    23
23.    Governing Law; Jurisdiction    25
24.    Conclusion of this Agreement (Vertragsschluss)    26
Schedule 1 Receivables    28
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Schedule 2 Form of Notification Letter    29
Signature Pages    31

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This GLOBAL ASSIGNMENT AGREEMENT (the "Agreement") is made on ___May 31_______ 2024 and entered into
BETWEEN:
(1)Li-Cycle Germany GmbH, a company incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, with its registered seat in Sülzetal OT Osterweddingen, Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under registration number HRB 32081 in its capacity as assignor (the "Assignor"); and
(2)Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, in its capacity as collateral agent under the Finance Documents (as defined in the Note (as defined below)) (the "Collateral Agent").
The institutions named in (1) to (2) are hereinafter together referred to as the "Parties" and each as a "Party".
WHEREAS:
(A)Pursuant to an amended and restated note purchase agreement dated March 25, 2024 (the "Note Purchase Agreement") among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queens Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the "Company" or the "Issuer"), Glencore Ltd., a Swiss company having an address at 330 Madison Ave., New York, NY 10017 and the Collateral Agent as purchaser (the Collateral Agent in such capacity the "Purchaser") and collateral agent, the Company has issued and sold to the Purchaser, the senior secured convertible note due five years from the Closing Date (as defined therein) in the aggregate amount of $75,000,000 (referred to herein as the "Note") in accordance with the terms and conditions set forth therein.
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(B)Pursuant to a note guaranty dated March 25, 2024 (the "Note Guaranty"), certain subsidiaries of the Issuer from time to time party thereto as note guarantors (the "Note Guarantors") agreed to guaranty the Secured Obligations of the Issuer and the other Note Parties. By way of a joinder agreement dated on or about the date hereof, the Pledgor acceded to the Note Guaranty as Note Guarantor.
(C)It is a condition of the Note the Assignor assign its Receivables (as defined below) to the Collateral Agent as collateral for the Secured Obligations (as defined below).
(D)The security created by or pursuant to this Agreement is to be held and administered by the Collateral Agent pursuant to the terms of the Note Purchase Agreement.
IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement:
"AktG" means the German Stock Corporation Act (Aktiengesetz).
"Ancillary Rights" means any present and future, actual and contingent ancillary rights (Neben-, Hilfs- und Vorzugsrechte) and claims to and surrogates for any of the Receivables, as well as any present and future, actual and contingent rights and claims derived from the underlying contractual or other relationship on which such Receivable is based, including monetary claims for damages and/or unilateral rights (Gestaltungsrechte) of the Assignor.
"Assigned Receivables" means any of the Receivables and Ancillary Rights assigned by the Assignor to the Collateral Agent under this Agreement.
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"Authorization" means the authorization granted by the Collateral Agent to the Assignor pursuant to Clause 9.1 (Authorization).
"BGB" means the German Civil Code (Bürgerliches Gesetzbuch).
"Enforcement Event" means an Event of Default that has occurred and is continuing.
"Event of Default" has the meaning assigned to such term in Section 7 of the Note.
"Finance Documents" has the meaning given to such term in the Note Purchase Agreement.
"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).
"Group" means the Company and each of its subsidiaries from time to time.
"Guaranty Parallel Debt" means the independent payment obligation of any Note Guarantor under the Note Guaranty to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"HGB" means the German Commercial Code (Handelsgesetzbuch).
"InsO" means the German Insolvency Code (Insolvenzordnung).
"Noteholder" means the Purchaser and each other person that becomes a holder of a note issued pursuant to the terms of the Note and Section 5(d) of the Note Purchase Agreement and has not cased to be a holder of such notes.
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"Parallel Debt" means the independent payment obligation of any Note Party under the Note Purchase Agreement to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"Notification Letter" has the meaning set forth in Clause 7 (Notification to Third Party Debtor).
"Receivables" means collectively in relation to the Assignor all of the Assignor's present and future, actual or contingent rights and claims under or with respect to any present and future agreements between the Assignor and another member of the Group, in particular loan agreements, domination and/ or profit and loss pooling agreements (Beherrschungs- und/ oder Gewinnabführungsverträge) and any current account arrangements, including those specified in Schedule 1 (Receivables) including, in each case, any Ancillary Rights and present and future, actual and contingent claims arising from warranties, representations, indemnities, unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).
"Secured Obligations" means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding at the rate provided for in the documentation with respect thereto, regardless of whether allowed or allowable in such proceeding) on the Note, premium, penalties, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities, and all other advances to, debts, liabilities and obligations of any Note Party to the Noteholder, the Collateral Agent or any indemnified party arising under the Finance Documents in respect of any Note, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising, including the
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Secured Parallel Debt Obligations and including any claims based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt) and claims arising from the insolvency administrator's discretion to perform obligations in agreements according to Sec. 103 InsO.
"Secured Parallel Debt Obligations" means (i) the Parallel Debt and (ii) the Guaranty Parallel Debt.
"Secured Party" has the meaning given to such term in the Note.
"Third Party Debtor" means any debtor of any Receivable.
1.2Construction
In this Agreement:
a)capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Note and, if not defined therein, the Note Purchase Agreement;
b)any reference to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time;
c)a reference to any person includes such person's successors, transferees and assignees;
d)where the context so permits, the singular includes the plural and vice versa;
e)the headings are for convenience only and are to be ignored in construing this Agreement;
f)any reference to the term "including" means "including, but without limitation" and any reference to the term "promptly" means "without undue delay (unverzüglich)" within the meaning of Sec. 121 BGB; and
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g)any reference to a "Clause" or a "Schedule" shall, subject to any contrary indication, be construed as a reference to a Clause or a Schedule hereof.
1.3Language
This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.
2.ASSIGNMENT
2.1The Assignor hereby assigns for security purposes (Sicherungsabtretung) to the Collateral Agent in its capacity as trustee for the Secured Parties the Receivables. The assignment of Receivables includes any future Receivables of any legal successor (Gesamtrechtsnachfolger) of the Assignor.
2.2The Collateral Agent hereby accepts the assignment of the Receivables.
3.ASSIGNMENT REGARDING CURRENT ACCOUNTS
In case any kind of a current account relationship (unechtes oder echtes Kontokorrentverhältnis) exists at present or comes into existence in future between the Assignor and any of the Third Party Debtors, the Assignor hereby assigns, as collateral for the Secured Obligations, all present and future, actual and contingent rights and claims in respect of such current account relationship (including claims as a result of fixing a balance (Saldofeststellung), the rights for termination of the current account relationship and the right for fixing an actual balance) to the Collateral Agent. The Collateral Agent hereby accepts such assignment and authorizes the Assignor, at all times prior to delivery of a written notice to the Assignor by the Collateral Agent upon or after the occurrence of an Enforcement Event, to exercise the rights assigned to the Collateral Agent pursuant to this Clause 3.
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4.ASSIGNMENT AND PASSING OVER OF SECURITY AND OTHER RIGHTS
a)Together with the Receivables, any rights from the relevant underlying transactions shall automatically pass over to the Collateral Agent. To the extent that such a right constitutes a security interest which does not pass over to the Collateral Agent by operation of law, such security interest shall pass over to the Collateral Agent, including any corresponding claims for surrender (Herausgabeansprüche) against the relevant direct possessor. The Collateral Agent hereby accepts such transfer. If the Assignor is in direct possession of any asset transferred to it for security purposes, delivery of any such asset to the Collateral Agent shall be replaced by the Assignor hereby assuming gratuitous custody (unentgeltliche Vewahrung) in respect of any such asset for the benefit of the Collateral Agent.
b)The Collateral Agent authorizes the Assignor at all times prior to delivery of written notice from the Collateral Agent to the Assignor upon or after the occurrence of an Event of Default which is continuing, to release and retransfer any security provided in respect of the Receivables as soon as the respective Receivable has been discharged. Upon the occurrence of an Event of Default which is continuing, and at least concurrent notice to the Assignor, the Collateral Agent shall release and retransfer such security as soon as the respective Receivable has been discharged.
5.SECURITY PURPOSE
All assignments and transfers hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The assignments shall also cover any future extension or increase of the Secured Obligations and the Assignor hereby expressly agrees that the assignments shall secure the Secured Obligations as extended or increased from time to time.
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6.LIST OF RECEIVABLES
6.1Provision of Lists of Receivables
Notwithstanding the lists of Receivables delivered as of the date of this Agreement and as contained in Schedule 1 (Receivables) (the "Initial Lists of Receivables") (if any), the Assignor shall (i) within ten (10) Business Days after each of June 30, and (ii) at any time upon written request after the occurrence of an Enforcement Event deliver to the Collateral Agent lists (each such list of Receivables a "List of Receivables") setting out the names and addresses of the Third Party Debtors, the outstanding amounts and the due dates for payment and the legal basis for the Receivable (i.e. invoice number, order number, contract with date etc.).
6.2Form of Lists of Receivables
Any List of Receivables may be delivered to the Collateral Agent in electronic form (including as an e-mail attachment) or in such other form as may be agreed between the Collateral Agent and the Assignor, provided that the Collateral Agent may in its sole discretion request a print-out in addition to such other form.
6.3Purpose of Lists of Receivables
The Initial Lists of Receivables and any List of Receivables delivered pursuant to this Agreement are for notification purposes only and if for any reason whatsoever the relevant Receivables are not, or are incompletely contained in the respective Initial List of Receivables and/or List of Receivables presented, then the assignment of the Receivables shall not be affected thereby.
6.4Data protection laws
The Assignor's obligation to provide information in relation to the Receivables pursuant to the terms of this Agreement shall not require it to act in violation of data
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protection laws, in particular, but not limited to the Federal Data Protection Act (Bundesdatenschutzgesetz) or other applicable data protection laws and regulations.
7.NOTIFICATION TO THIRD PARTY DEBTOR
The Assignor shall promptly upon the occurrence of the Enforcement Event notify each of its respective Third Party Debtors of the assignment constituted hereunder substantially in the form set out in Schedule 2 (Form of Notification Letter) (the "Notification Letter"), and shall send a copy of each Notification Letter dispatched to a Third Party Debtor to the Collateral Agent.
8.BOOKKEEPING AND DATA-PROCESSING
8.1Bookkeeping
If proof or documents which are necessary to identify the Receivables have been handed over by the Assignor to a third party (in particular a bookkeeping firm or a tax consultant), the Assignor hereby assigns to the Collateral Agent, who hereby accepts such assignment, its right to demand from such third party the return of the information and documents. The Assignor hereby undertakes, at the Collateral Agent's written request once an Event of Default has occurred, to instruct the third party to provide the Collateral Agent with such information and documents which are necessary to perfect and/or enforce the security created hereby. At all times prior thereto, the Collateral Agent authorizes the Assignor to exercise the rights assigned to the Collateral Agent pursuant to this Clause 8.1.
8.2Electronic data processing and bookkeeping by third parties
If information concerning the Receivables or any part thereof have been stored in an electronic data-processing system, then, at the Collateral Agent's written request once an Event of Default has occurred, the Assignor shall allow the Collateral Agent access to the computer, including the peripheral equipment and all data concerning the Receivables or such part thereof. Moreover, software operators shall be made available
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insofar as so required, and any assistance required shall be provided to the Collateral Agent. If a third party handles the electronic processing of data, the Assignor hereby (with effect from the Collateral Agent's above request) assigns to the Collateral Agent, who hereby accepts such assignment, all rights against such third party relating to these services, and instructs such third party to handle the processing of data for the Collateral Agent upon its request as it did for the Assignor, in which case the Assignor shall be given access to any data it requires in its ordinary course of business.
9.COLLECTION OF RECEIVABLES BY THE ASSIGNOR
9.1Authorization
The Collateral Agent authorizes the Assignor to collect, dispose of or otherwise, deal with its Receivables in the ordinary course of its business and to the extent not prohibited under the Finance Documents at all times prior to delivery of written notice to the Assignor by the Collateral Agent upon or after the occurrence of an Event of Default which is continuing (such authorization hereinafter referred to as the "Authorization"). The Authorization shall lapse automatically upon the occurrence of an Event of Default which is continuing and at least concurrent written notice to the Assignor. The Collateral Agent may give notice to this effect towards the Assignor.
9.2Payment by bill of exchange or cheque
If payments in respect of the Receivables are made by cheque or bill of exchange, the ownership in the documents shall pass to the Collateral Agent as collateral for the Secured Obligations upon the Assignor acquiring such ownership. Physical delivery of cheques and bills of exchange to the Collateral Agent shall be replaced by an undertaking of the Assignor to hold such cheques and bills of exchange in gratuitous custody (unentgeltliche Vewahrung) for the Collateral Agent or, if the Assignor does not obtain actual possession of such documents, the Assignor hereby assigns to the Collateral Agent in advance all of its claims for delivery thereof against third parties as
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collateral for the Secured Obligations. The Collateral Agent accepts the transfers and assignments pursuant to this Clause 9.2.
9.3Turnover
In the event that after the lapse of the Authorization pursuant to Clause 9.1 (Authorization) above the Assignor receives payments in relation to the Receivables, it shall promptly inform the Collateral Agent of such payments and the relevant Receivables and forward any amount received to the Collateral Agent.
10.REPRESENTATIONS AND WARRANTIES
The Assignor represents and warrants to the Collateral Agent by way of an independent guarantee (selbstständiges Garantieversprechen) that at the date of this Agreement:
a)the information contained in (i) Schedule 1 (Receivables) is true, accurate and complete in all material respects as of its respective date (if any) and (ii) any List of Receivables delivered in accordance with Clause 6.1 will be true, accurate and complete in all material respects as of its respective date;
b)it is the sole legal and beneficial (wirtschaftlicher) owner of the Receivables assigned by it and such Receivables are free from any rights of third parties (including pre-emption rights) and in each case free from encumbrances; and
c)the Receivables are assignable (abtretbar), can be freely assigned by the Assignor and have not been assigned otherwise.
11.UNDERTAKINGS
The Assignor undertakes to the Collateral Agent:
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a)to promptly inform the Collateral Agent of any attachments (Pfändung) in respect of any of the Receivables or any part thereof or any other events, circumstances or measures which are reasonably likely to impair or jeopardize the validity or enforceability of the Collateral Agent's security interests hereunder. In the event of an attachment, the Assignor undertakes to promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary or expedient for a defense against the attachment. The Assignor shall promptly inform the attaching creditor of the Collateral Agent's security interests hereunder;
b)not to create or permit to subsist any encumbrance over all or any of the Receivables assigned by it or any interest therein or otherwise sell, assign, transfer or dispose of the whole or any part of such Receivables or any interest therein (including, for the avoidance of doubt, any transfer by means of universal or partial succession (Gesamtrechtsnachfolge, partielle Gesamtrechtsnachfolge)), unless otherwise permitted under the Finance Documents; and
c)to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Receivables or the Receivables ceasing to be assignable or subjecting any Receivable to any law other than German law other than in the Assignor's ordinary course of business, unless otherwise permitted under the Finance Documents;
provided that the foregoing undertakings shall not limit or restrict the Assignor from taking any action which is permitted under the Finance Documents.
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12.ENFORCEMENT
12.1Enforcement right
Following the occurrence of an Enforcement Event, the Collateral Agent shall, without prejudice to its rights under Clauses 9.1 (Authorization) and 7.4 (Notification by the Collateral Agent), be entitled to (i) notify any Third Party Debtor of the assignment hereunder by sending a Notification Letter and/or a completed Blank Notification Letter or may request the Assignor to do so which shall promptly comply with such request at its own costs, (ii) arrange for the realization of the Receivables as provided for under German law (including by way of collection or sale) in accordance with the provisions of the Note Purchase Agreement and (iii) exercise any of the Ancillary Rights.
12.2Notification
The Collateral Agent will notify the Assignor one (1) week prior to the enforcement of the Receivables (or any of them) according to this Clause 12. However, such notice shall not be required if (i) the Assignor has generally ceased to make payments (Zahlungen eingestellt), (ii) an application for the institution of insolvency proceedings or similar proceedings is filed by or against the Assignor or (iii) the Collateral Agent reasonably determines that the observance of the notice period would endanger the security interest of the Collateral Agent.
12.3Collateral Agent's discretions
The Collateral Agent shall be entitled to determine in its sole discretion which of several security interests, if applicable, shall be realized to satisfy the Secured Obligations. If the Collateral Agent collects or sells any Receivables pursuant to this Clause 12, it may take all measures and enter into all agreements that it deems necessary, including the granting of discounts or indulgence to any Third Party Debtors and/or the entering into settlement agreements in relation to Receivables at any time.
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12.4Documents
To the extent that the Authorization has lapsed in accordance with this Agreement, the Collateral Agent may request that all documents relating to the Receivables be handed over to it and the Assignor hereby agrees to comply with any such request.
12.5Collection by Assignor
Upon becoming entitled to enforce the security interests created hereunder in accordance with this Clause 12, the Collateral Agent may request the Assignor to collect the Receivables and the Assignor shall promptly comply with such request at its own costs and expenses. The Collateral Agent has the right to instruct the Assignor to pay proceeds of collection to an account of the Collateral Agent, to procure that the Third Party Debtors pay directly to an account of the Collateral Agent or otherwise direct the manner of collection as the Collateral Agent may reasonably require. The Assignor shall promptly comply with such request.
12.6Assistance by Assignor
The Assignor shall, at its own costs and expenses, render forthwith all assistance reasonably necessary in order to facilitate the prompt enforcement and realization of the Receivables by the Collateral Agent in accordance with this Agreement.
13.ENFORCEMENT LIMITATIONS
13.1The right to demand payment under this Agreement and to enforce the security created under this Agreement against the Assignor to the extent the security relates to obligations of a direct or indirect shareholder of the Assignor or Subsidiaries of such shareholders (except where such entity is, at the same time, a Subsidiary of the Assignor), shall be limited to the amount which may be paid by it or enforced against
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it without causing a Capital Impairment as determined by application of the following paragraphs ("German Maximum Amount"):
a)A "Capital Impairment" occurs if the payment or enforcement causes (A) the Assignor's net assets to be (determined in accordance with the provisions of the HGB consistently applied by the Assignor in preparing its unconsolidated balance sheets (Jahresabschluss) according to section 42 of the GmbHG and in accordance with sections 30, 31 GmbHG (as applicable at the time of enforcement) and by only taking into account the sum of the values of the assets of the Assignor which correspond to those items listed in section 266 subsection (2) A, B, C, D and E HGB less the Assignor's liabilities, consisting of all liabilities and liability reserves which correspond to those items listed in accordance with section 266 subsection (3) B (but disregarding, for the avoidance of doubt, any provisions (Rückstellungen) in respect of the Note Guaranty), C, D and E HGB and any amounts not available for distribution according to section 253 paragraph 6 or section 268 subsection (8) HGB but, for the avoidance of doubt, excluding any liabilities under or relating to the Secured Obligations) and in each case subject to the adjustments under sub-paragraph (b) below (the "Net Assets") to be less than its registered share capital (Stammkapital) (Begründung einer Unterbilanz); or (B) if the Assignor's Net Assets are already less than its registered share capital, the German Note Guarantor's Net Assets to be further reduced (Vertiefung einer Unterbilanz).
b)For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows: (A) the amount of any increase of the stated share capital (Stammkapital) of the Assignor registered after the date of this Agreement without the prior written consent of the Collateral Agent shall not be taken into account; (B) any funds received by the Issuer under the Notes Purchase Agreement which have been or are on-lent or otherwise passed on to the relevant Assignor or to any subsidiary of such Assignor and have not yet been repaid at the time when payment of a Secured Obligation is demanded,
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shall be disregarded as assets; (C) loans provided to the Assignor by the Issuer or any subsidiary of the Issuer which are subordinated by law or by contract shall be disregarded as liabilities; and (D) any loans or other liabilities of the Assignor incurred in violation of any of the provisions of the Finance Documents shall be disregarded as liabilities.
13.2The limitation of the enforcement of the security of the Assignor to the German Maximum Amount shall only apply if and to the extent that the managing director(s) (Geschäftsführer) of the Assignor on behalf of relevant Assignor have confirmed in writing to the Collateral Agent within 10 (ten) Business Days following the Collateral Agent's demand under the security to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the "Management Determination"). Such confirmation shall comprise an up-to-date balance sheet of the Assignor and a detailed calculation of the amount of the Net Assets and share capital (taking into account the adjustments set out in sub-paragraph (b) above) of the Assignor. The relevant Assignor shall fulfil its obligations under the security within 3 (three) Business Days of providing the Management Determination (and the Collateral Agent shall be entitled to enforce the security) in an amount which pursuant to the Management Determination would not cause a Capital Impairment (irrespective of whether or not the Collateral Agent agrees with the Management Determination).
13.3If the Collateral Agent, acting reasonably, disagrees with the Management Determination, the Assignor shall, in consultation with the Collateral Agent, instruct (at its own cost and expense) a firm of auditors of international standing and reputation to draw-up within 20 (twenty) Business Days (or such longer period as has been agreed between the Assignor and the Collateral Agent) from the date the Collateral Agent has contested the Management Determination an up-to-date balance sheet of the Assignor together with a detailed calculation of the amount of the Net Assets and share capital and to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the "Auditor's Determination"). The amounts determined in the Auditor's Determination shall be (except for manifest error) binding for all Parties. The Assignor shall fulfil its obligations under the security within 3 (three) Business Days
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of providing the Auditor's Determination (and the Collateral Agent shall be entitled to enforce the security) in an amount which pursuant to the Auditor's Determination would not cause a Capital Impairment.
13.4If and to the extent that the security has been enforced without regard to the German Maximum Amount because the amount payable under the security resulting from the Auditor's Determination is lower than the respective amount resulting from the Management Determination, the Collateral Agent shall upon demand of the Assignor repay the difference between the amount paid and the amount payable resulting from the Auditor's Determination calculated as of the date the demand under the security was made.
13.5The limitation of the enforcement of the security of the Assignor to the German Maximum Amount does not apply (A) if the Assignor does not provide the Management Determination within the time frame set out above; (B) to any amounts which correspond to funds that have been received by the Issuer under the Notes Purchase Agreement and have been on-lent to, or otherwise been passed on to, the relevant Assignor or any of its Subsidiaries to the extent that any such on-lent or passed-on amount is still outstanding at the date demand under the Note Guaranty is made; (C) to any amounts payable under the Note Guaranty if and as long as the Assignor is subject to a domination and/or profit and loss transfer agreement (either directly or through a chain of such agreements) pursuant to Section 291 AktG on the date of the enforcement of the security as dominated company with the Issuer or another Note Guarantor whose obligations are secured by the security of the Assignor (and which shall be enforced against the Assignor) as dominating company; (D) if and to the extent the Assignor holds a fully recoverable loss compensation claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against the Issuer or another Note Guarantor whose obligations are secured by the security of the Assignor (and which shall be enforced against the Assignor) that can be accounted for in the balance sheet as full value; (E) if the Assignor is insolvent; or (F) if and to the extent (based on changes in law or based on a decision of the Federal Supreme Court (BGH)) the enforcement of the security granted by the Assignor under this Agreement does not
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result in a personal liability of the managing directors (Geschäftsführer) of the Assignor including pursuant to section 43 GmbHG, each as amended, supplemented and/or replaced from time to time.
13.6If the Management Determination shows that a Capital Impairment would occur upon payment under the security, the Assignor shall realise all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets to the extent this is necessary to fulfil its obligations under the security. If the relevant assets are necessary for the business of the Assignor (betriebsnotwendig), it will use its best efforts to realize the higher market value (including by sale and lease-back or similar measures).
14.INDEPENDENT AND CONTINUING SECURITY
14.1This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Notes Purchase Agreement or the Finance Documents or in any document or agreement related to any of the Note Purchase Agreement or the Finance Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Assignor pursuant to it.
14.2This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
14.3The Assignor hereby agrees that the security created pursuant to this Agreement shall not be affected by any transfer or assumption (for whatever reason) of the obligations owed by the Assignor in connection with the Secured Obligations to, or by, any third party (Schuldübernahme). Sec. 418 BGB (applied by analogy (analoge Anwendung)) shall not be applicable in such case.
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15.RELEASE (SICHERHEITENFREIGABE)
Without prejudice to and in addition to any other release provisions under the Notes Purchase Agreement or the Finance Documents if, at any time, the total value of the collateral created hereunder and realizable on enforcement (the "Realisable Value") exceeds 110% of the Secured Obligations (the "Limit") not only temporarily, the Collateral Agent shall on the Assignor's demand release such collateral (Sicherheitenfreigabe) as the Collateral Agent (reasonably taking into account the Assignor's legitimate interests) deems fit so as to reduce the Realisable Value to the Limit. If VAT (Umsatzsteuer) is chargeable on any action taken by the Collateral Agent in enforcing the Collateral, the Limit shall be increased by the amount of VAT payable by the Collateral Agent.
16.NO RECOURSE AGAINST THIRD PARTIES
Other than as permitted by the Note Purchase Agreement or the Finance Documents,
a)the Assignor may not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:
(i)to be indemnified by another Note Party;
(ii)to claim any recourse from any other chargor of any Note Party's obligations under the Note Purchase Agreement or in the Finance Documents;
(iii)to exercise any right of set-off against any other Note Party; and/or
(iv)to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Secured Parties under the Note Purchase Agreement or the Finance Documents or of any other agreement or of any other guarantee or collateral taken pursuant to, or
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in connection with, the Note Purchase Agreement or the Finance Documents by any Secured Party.
b)The Assignor furthermore hereby waives (by way of an agreement in favor of the Collateral Agent pursuant to Sec. 328 BGB) any contractual and/or statutory damage and/or reimbursement claims (Schadensersatz- und Aufwendungsersatzansprüche) against any other Note Party it may have in case of realization and/or satisfaction of any of the Secured Obligations. For the avoidance of doubt, the Assignor shall not be entitled to demand an assignment of the Secured Obligations to it.
c)If the Assignor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution on trust for the Secured Parties to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Note Parties under or in connection with the Note Purchase Agreement or the Finance Documents to be repaid in full and shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may direct for application in accordance with the instructions of the Secured Parties;
until the Secured Obligations have been finally, but not only temporarily, satisfied and discharged in full.
17.ASSIGNMENT
17.1This Agreement shall be binding upon the Parties and their respective successors in law.
17.2The Collateral Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to third parties in accordance with the Note Purchase Agreement or the Finance Documents provided that the assignee accepts to be bound by the terms of this Agreement. The Assignor hereby explicitly and irrevocably consents to such assignment and transfer.
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17.3The Assignor shall not assign or transfer any of its rights, claims or obligations under or in connection with this Agreement, unless permitted under the Finance Documents.
18.PARTIAL INVALIDITY
18.1The Parties agree that should at any time, any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity, legality or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue (darlegen) and prove (beweisen) the Parties' intent to uphold this Agreement even without the void, invalid or ineffective provisions.
18.2The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.
19.CONFLICTS
Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent with respect to the Receivables hereunder (including any representation and any undertaking) are subject to the provisions of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable. In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms would affect
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the validity, ranking, priority or enforceability of the Assignment created under this Agreement.
20.AMENDMENTS
Changes and amendments to this Agreement (including to this Clause 21) must be made in writing, unless otherwise required by mandatory law.
21.WAIVERS
No failure or delay by the Collateral Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Finance Documents shall not limit or exclude any statutory legal remedies.
22.NOTICES AND THEIR LANGUAGE
22.1Contact details
All notices and communications under or in connection with this Agreement shall be in writing and shall be delivered by letter, posted or delivered by hand, or fax or email. Each notice or communication shall be given to the relevant Party at the address or fax number or email address and marked for the attention of the person(s) or department from time to time specified in writing by that Party to the other. The initial address, fax number, email address and person(s) or department so specified by each Party are set out below:
For the Assignor:Li-Cycle Germany GmbH
Address:Lange Göhren 4
39171 Sülzetal, Germany
Fax:n/a
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E-mail:[XXX]
Attention:Peter Dürr and Jens Emrich
with a copy to:
Address:Freshfields Bruckhaus Deringer LLP
3 World Trade Center 175 Greenwich Street New York, New York 10007
E-mail:[XXX]
Attention:Andrea M. Basham, Allison R. Liff
For the Collateral Agent:Glencore Canada Corporate
Address:
100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
150 East 58th Street, 18th Floor
New York, New York 10155
E-mail:[XXX]
Attention:Legal Department
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
Address:767 Fifth Avenue
New York, New York
E-mail:[XXX]
Attention:David Avery Gee, Heather Emmel, Nitin Konchady, Justin Lee


with a copy (which shall not constitute notice) to:




Glencore International AG
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Address:Baarermattstrasse 3
CH-6340 Baar
Switzerland
E-mail:[XXX]
Attention:General Counsel
and:Glencore Ltd.
Address:330 Madison Ave.
New York, New York 10017
E-mail:[XXX]
Attention:Legal Department

22.2English language
a)Any notice given under or in connection with this Agreement must be in English.
b)All other documents provided under or in connection with this Agreement must be in English, or, if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
23.GOVERNING LAW; JURISDICTION
a)This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.
b)The courts of Frankfurt am Main shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (each a "Dispute").
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c)Sub-paragraph b) is for the Collateral Agent's benefit only. As a result, the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.
24.CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)
a)This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. The Parties may choose to conclude this Agreement by an exchange of signed signature page(s) plus a copy of this Agreement, transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way of fax or electronic photocopy.
b)If the Parties choose to conclude this Agreement pursuant to sub-paragraph a) above, they will transmit the signed signature page(s) of this Agreement plus a copy of this Agreement to (i) Thomas Zimmermann, Weil, Gotshal & Manges LLP, Maximilianstrasse 13, 80539 Munich, Germany (e-mail to [XXX] or by facsimilie to [XXX]), (ii) Silvia Lengauer, Weil, Gotshal & Manges LLP, Maximilianstrasse 13, 80539 Munich, Germany (e-mail to [XXX] or by facsimilie to [XXX]), or (iii) Hans-Christian Mick, Weil, Gotshal & Manges LLP, Taunusanlage 1 (Skyper), 60329 Frankfurt am Main, Germany (e-mail to [XXX] or by facsimilie to [XXX]) (each a "Recipient"). The Agreement will be considered concluded once one of the Recipients has received the signed signature page(s) including, in each case, with a copy of this Agreement (Zugang der Willenserklärung) from all Parties (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) plus a copy of this Agreement by the Recipient.
c)For the purposes of this Clause 25 only, the Parties appoint each of the Recipients as their attorney (Empfangsvertreter) and expressly allow (gestatten) each of the Recipients to collect the signed signature page(s)/
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Agreement from all and for all Parties. For the avoidance of doubt, none of the Recipients will have further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1
RECEIVABLES
[XXX]

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SCHEDULE 2
FORM OF NOTIFICATION LETTER
- Security Assignment -
[To be printed on letterhead of the Assignor]
[Name and address of Third Party Debtor]
[insert date and place]
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Dear Ladies and Gentlemen,
We hereby give you notice that pursuant to an assignment agreement entered into by us in favor of Glencore Canada Corporation ("Collateral Agent") dated [insert date of the assignment agreement] we have assigned by way of an assignment (Zession) to the Collateral Agent all our present and future receivables [arising from or in connection with [●]] against you together with all ancillary rights pertaining to them. We are authorized by the Collateral Agent to collect the assigned receivables in our own name and for our own account. Please continue to direct any correspondence, requests and payments with respect to the assigned receivables to us. The Collateral Agent will get in touch with you directly and notify you in writing of any possible lapse of our authorization to deal with the assigned receivables and collect the assigned receivables.
Sehr geehrte Damen und Herren,
wir teilen Ihnen hierdurch mit, dass wir mit Abtretungsvertrag vom [Datum des Abtretungsvertrages einfügen] sämtliche bestehenden und künftigen Forderungen mit allen dazugehörenden Rechten gegen Sie aufgrund [Bezeichnung der zugrunde liegenden Rechtsverhältnisse] im Wege der Zession an die Glencore Canada Corporation ("Sicherheiten-Treuhänder") abgetreten haben. Wir sind von dem Sicherheiten-Treuhänder ermächtigt, alle Zahlungen auf die abgetretenen Forderungen im eigenen Namen und für eigene Rechnung einzuziehen und entgegenzunehmen. Bitte adressieren Sie weiterhin jegliche Korrespondenz, sonstige Anträge und Zahlungen betreffend die abgetretenen Forderungen an uns. Der Sicherheiten-Treuhänder wird sich hinsichtlich eines etwaigen Erlöschens unserer Ermächtigung zur Einziehung der abgetretenen Forderungen direkt mit Ihnen in Verbindung setzen und Sie hiervon schriftlich in Kenntnis setzen.
Please acknowledge receipt of this notice and the terms hereof by counter-signing this letter and returning the same to us.Bitte bestätigen Sie den Erhalt dieser Benachrichtigung, sowie Ihr Einverständnis mit den hierin bestimmten Bedingungen durch Gegenzeichnung dieser Benachrichtigung und Rücksendung an uns.
Yours faithfully,Mit freundlichen Grüßen
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[insert full name of the Assignor]
By: _______________________________
Name:
Title:		By: _______________________________
Name:
Title:

_________________________________________________________________________
Acknowledgement of the Third Party DebtorBestätigung des Drittschuldners
We acknowledge receipt of this notification letter and confirm our agreement with the terms thereof.Wir bestätigen den Erhalt der Benachrichtigung und erklären unser Einverständnis mit den darin enthaltenen Bestimmungen.
[insert full name of the Third Party Debtor]
By: _______________________________
Name:
Title:
Date:		By: _______________________________
Name:
Title:
Date:

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SIGNATURE PAGES
The Assignor
Li-Cycle Germany GmbH
By: _/s/ Frank Pommerenke______________
Name: Frank Pommerenke
Title: Managing Director (Geschäftsführer)

By: _/s/ Udo Schleif___________________
Name: Udo Schleif
Title: Managing Director (Geschäftsführer)

[XXXX– Security Assignment Agreement – Signature Page]

The Collateral Agent
Glencore Canada Corporation
By: ____/s/ Adam Luckie_______________
Name: Adam Luckie
Title: Authorised Signatory

[XXXX – Security Assignment Agreement – Signature Page]
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.
image_02.jpg
Execution Copy
ACCOUNT PLEDGE AGREEMENT
(KONTENVERPFÄNDUNGSVERTRAG)
between
Li-Cycle Germany GmbH
(as Pledgor)
and
Glencore Canada Corporation
(as Collateral Agent)

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TABLE OF CONTENTS
2.    Pledge    8
3.    Security Purpose    9
4.    Notification of Pledge    9
5.    Authorization    10
6.    Representations and Warranties    10
7.    Undertakings of the Pledgor    11
8.    Enforcement    13
9.    Enforcement Limitations    14
10.    Independent and Continuing Security    17
11.    Release (Sicherheitenfreigabe)    18
12.    Waiver of Defenses    18
13.    No Recourse against Third Parties    19
14.    Assignment    20
15.    Partial Invalidity    20
16.    Conflicts    21
17.    Amendments    21
18.    Waivers    21
19.    Notices and their Language    22
20.    Governing Law; Jurisdiction    24
21.    Conclusion of this Agreement (Vertragsschluss)    24
Schedule 1 Bank Accounts    26
Schedule 2 Excluded Accounts    27
Schedule 3 Notification of Pledges    28
Signature Pages    32
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This ACCOUNT PLEDGE AGREEMENT (the "Agreement") is made on ______May 31___2024 and entered into
BETWEEN:
(1)Li-Cycle Germany GmbH, a company incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, with its registered seat in Sülzetal OT Osterweddingen, Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under registration number HRB 32081 in its capacity as pledgor (the "Pledgor"); and
(2)Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, in its capacity as collateral agent under the Finance Documents (as defined in the Note (as defined below)) and pledgee (the "Collateral Agent").
The institutions named in (1) to (2) are hereinafter together referred to as the "Parties" and each as a "Party".
WHEREAS:
(A)Pursuant to an amended and restated note purchase agreement dated March 25, 2024 (the "Note Purchase Agreement") among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queens Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the "Company" or the "Issuer"), Glencore Ltd., a Swiss company having an address at 330 Madison Ave., New York, NY 10017 and the Collateral Agent as purchaser (the Collateral Agent in such capacity the "Purchaser") and collateral agent, the Company has issued and sold to the Purchaser the senior secured convertible note due five years from the Closing Date (as defined therein) in the aggregate amount of $75,000,000 (the "Note") in accordance with the terms and conditions set forth therein.
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(B)Pursuant to a note guaranty dated March 25, 2024 (the "Note Guaranty"), certain subsidiaries of the Issuer from time to time party thereto as note guarantors (the "Note Guarantors") agreed to guaranty the Secured Obligations of the Issuer and the other Note Parties. By way of a joinder agreement dated on or about the date hereof, the Pledgor acceded to the Note Guaranty as Note Guarantor.
(C)It is a condition of the Note that the Pledgor pledge its rights and claims relating to the present and future credit balance on each of its Bank Accounts (as defined below) and the Ancillary Rights (as defined below) pertaining thereto to the Collateral Agent as collateral for the Secured Obligations (as defined below).
(D)The security created by or pursuant to this Agreement is to be held and administered by the Collateral Agent for and on behalf of the other Secured Parties pursuant to the terms of the Note Purchase Agreement.
IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement:
"Account Bank" means each bank where a Bank Account is held.
"AktG" means the German Stock Corporation Act (Aktiengesetz).
"Ancillary Rights" means any and all of the Pledgor's present and future, actual and contingent rights and claims (including monetary claims for damages) arising out of the underlying contractual or other relationship under which the Bank Accounts are created, including the Pledgor's unilateral rights (Gestaltungsrechte).
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"Authorization" means the authorization granted by the Collateral Agent to the Pledgor pursuant to Clause 5 (Authorization).
"Bank Accounts" means all of the Pledgor's existing bank accounts and specifically including those accounts listed in Schedule 1 (Bank Accounts) hereto and any sub-accounts (Unterkonten) and any further accounts and future accounts opened by the Pledgor with any bank in Germany and all rights and claims pertaining thereto and any renewal, replacement and extension thereof, other than the Excluded Accounts.
"BGB" means the German Civil Code (Bürgerliches Gesetzbuch).
"Enforcement Event" means an Event of Default that has occurred and is continuing.
"Event of Default" has the meaning assigned to such term in Section 7 of the Note.
"Excluded Accounts" means any bank account of the Pledgor (a) which is an escrow, fiduciary, trust or similar account, (b) holding cash collateral for a third party (other than the Issuer or any direct or indirect subsidiary thereof) subject to a Permitted Lien, (c) used by any Note Party exclusively for disbursements and/or payments of payroll in the ordinary course of business, (d) which is a zero balance account or (e) which has an average daily balance measured on a monthly basis of less than $1,000,000 (or Euro equivalent) individually or $5,000,000 (or Euro equivalent) in the aggregate for all such bank accounts that are Excluded Accounts pursuant to the Note Purchase Agreement and specifically the accounts of the Pledgor as listed in Schedule 2 (Excluded Accounts).
"Finance Documents" has the meaning given to such term in the Note Purchase Agreement.
"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).
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"Guaranty Parallel Debt" means the independent payment obligation of any Note Guarantor under the Note Guaranty to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"HGB" means the German Commercial Code (Handelsgesetzbuch).
"InsO" means the German Insolvency Code (Insolvenzordnung).
"Noteholder" means the Purchaser and each other person that becomes a holder of a note issued pursuant to the terms of the Note and Section 5(d) of the Note Purchase Agreement and has not ceased to be a holder of such notes.
"Parallel Debt" means the independent payment obligation of any Note Party under the Note Purchase Agreement to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"Permitted Lien" means the liens listed in Section 2 of Annex A-2 (Negative Covenants) of the Note Purchase Agreement
"Pledges" means the pledges created pursuant to Clause 2.1 (Pledges of Bank Accounts and Ancillary Rights) and Clause 2.2 (Current Account).
"Secured Obligations" means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding at the rate provided for in the documentation with respect thereto, regardless of whether allowed or allowable in such proceeding)
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on the Note, premium, penalties, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities, and all other advances to, debts, liabilities and obligations of any Note Party to the Noteholder, the Collateral Agent or any indemnified party arising under the Finance Documents in respect of any Note, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising, including the Secured Parallel Debt Obligations and including any claims based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt) and claims arising from the insolvency administrator's discretion to perform obligations in agreements according to Sec. 103 InsO.
"Secured Parallel Debt Obligations" means (i) the Parallel Debt and (ii) the Guaranty Parallel Debt.
"Secured Party" has the meaning given to such term in the Note.
1.2Construction
In this Agreement:
a)capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Note and, if not defined therein, the Note Purchase Agreement;
b)any reference to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time;
c)a reference to any person includes such person's successors, transferees and assignees;
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d)where the context so permits, the singular includes the plural and vice versa;
e)the headings are for convenience only and are to be ignored in construing this Agreement;
f)any reference to the term "including" means "including, but without limitation" and any reference to the term "promptly" means "without undue delay (unverzüglich)" within the meaning of Sec. 121 BGB; and
g)any reference to a "Clause" or a "Schedule" shall, subject to any contrary indication, be construed as a reference to a Clause or a Schedule hereof.
1.3Language
This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.
2.PLEDGE
2.1Pledges of Bank Accounts and Ancillary Rights
The Pledgor hereby pledges as security to the Collateral Agent its rights and claims relating to the present and future credit balance on each of its Bank Accounts including all interest payable thereon, and all Ancillary Rights pertaining to such Bank Accounts.
2.2Current Account
If and to the extent that there are any genuine or non-genuine current account (Kontokorrent) Bank Accounts between the Pledgor and any of the Account Banks or if such a relationship is entered into at any time after the date of this Agreement, the
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Pledgor hereby pledges to the Collateral Agent as security in addition to the foregoing, its rights to terminate any such current account relationship and the right to determine the present balance as well as any claims resulting from balances already drawn or to be drawn in the future.
2.3Acceptance
The Collateral Agent hereby accepts the Pledges created pursuant to Clause 2.1 (Pledges of Bank Accounts and Ancillary Rights) and Clause 2.2 (Current Account) for itself.
2.4Independent Pledges
2.4.1Each of the Pledges is in addition, and without prejudice, to any other security the Collateral Agent may now or hereafter hold in respect of the Secured Obligations.
2.4.2The validity and effect of each of the Pledges created under this Agreement shall be independent from the validity and the effect of any of the other Pledges created hereunder. The Pledges to the Collateral Agent shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.
2.4.3For the avoidance of doubt, the Parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created under and in relation to this Agreement by operation of law upon the transfer or assignment (including by way of assumption of contract (Vertragsübernahme)) of all or part of the Secured Obligations by the Collateral Agent.
3.SECURITY PURPOSE
The Pledges granted hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The Pledges shall also cover any future extension or increase of the Secured Obligations and the Pledgor hereby
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expressly agrees that the provisions of Sec. 1210 para 1 sentence 2 BGB shall not apply to this Agreement.
4.NOTIFICATION OF PLEDGE
a)The Pledgor undertakes (i) to notify the relevant Account Bank of the Pledges created hereunder substantially in the form set out in Part I (Notification) of Schedule 3 (Notification of Pledge) by registered mail (Einschreiben mit Rückschein) or facsimile promptly and in any event within ten (10) Business Days after the date of this Agreement (or such longer period as the Collateral Agent may agree in writing in its sole discretion) or within ten (10) Business Days after the opening of any new Bank Account (or such longer period as the Collateral Agent may agree in writing in its sole discretion) and (ii) to use, for a period of thirty (30) Business Days, its commercially reasonable efforts that the relevant Account Bank acknowledges receipt of the notification, substantially in the form set out in Part II (Acknowledgement) of Schedule 3 (Notification of Pledge), once such period had elapsed the obligation of the Pledgor to obtain the acknowledgement shall cease. The Pledgor will keep the mail receipt and promptly, but in any case within ten (10) Business Days from receipt of the mail receipt (Rückschein) to the extent sent by registered mail (or such longer period as the Collateral Agent may agree in writing in its sole discretion) and, respectively, the acknowledgment of receipt by the relevant Account Bank, send a copy of such receipts to the Collateral Agent.
b)The Pledgor hereby authorizes the Collateral Agent:
(i)to notify the relevant Account Bank on its behalf of the pledges created hereunder for the purpose of Clause 2.1 (Pledges of Bank Accounts and Ancillary Rights) (which does not release the Pledgor from its obligations under sub-paragraph a)); and
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(ii)to provide the relevant Account Bank, upon its request in case it has reasonable and founded doubts about the Pledges notified to it according to this Clause 4, with a copy of this Agreement
if the Pledgor does not comply with its obligation under sub-paragraph (a).
c)If the delivery of any notice of the relevant Account Bank of the Pledges would prevent the Pledgor from using a Bank Account in the course of its business, no notice of pledge shall be served with respect to such Bank Account (and, for the avoidance of doubt, no acknowledgment of such pledge shall be required to be obtained from the applicable account bank) unless and until the occurrence of an Enforcement Event and at least concurrent notice to the Pledgor.
5.AUTHORIZATION
Prior to the delivery of written notice from the Collateral Agent to the Assignor upon or after occurrence of an Enforcement Event, the Pledgor shall be authorized to exercise all rights and powers in respect of each of its Bank Accounts (including withdrawals from any such Bank Account) without limitation in the ordinary course of its business (such authorization hereinafter referred to as the "Authorization"). The Authorization shall lapse automatically upon the occurrence of an Event of Default which is continuing and at least concurrent notice to the Pledgor. The Collateral Agent shall give notice to this effect to any relevant Account Bank.
6.REPRESENTATIONS AND WARRANTIES
The Pledgor represents and warrants to the Collateral Agent by way of an independent guarantee (selbstständiges Garantieversprechen) that at the date of this Agreement:
a)it is the sole legal and beneficial owner of the Bank Accounts and may freely dispose thereof without any restrictions;
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b)the Bank Accounts are neither pledged nor assigned to any other person and no rights of third parties exist in relation thereto other than the Pledges created hereunder and the pledges existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the respective Account Bank;
c)the accounts listed in Schedule 1 (Bank Accounts) and Schedule 2 (Excluded Accounts) are all Bank Accounts that the Pledgor holds and that the information provided therein is correct; and
d)all Excluded Accounts qualify as Excluded Assets.
7.UNDERTAKINGS OF THE PLEDGOR
The Pledgor undertakes to the Collateral Agent (unless otherwise permitted under the Note Purchase Agreement):
a)to instruct each Account Bank to provide the Collateral Agent with all information requested by it in respect of the Bank Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4 (Notification of Pledge). The Pledgor undertakes not to revoke such instruction during the term of this Agreement;
a)to inform the Collateral Agent in writing promptly of any attachments (Pfändung) in respect of any of its Bank Accounts or any other events, circumstances or measures which are reasonably likely to impair or jeopardize the validity or enforceability of the Pledges. In the event of an attachment, the Pledgor undertakes in relation to its Bank Accounts to forward to the Collateral Agent in writing, promptly a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all
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other documents necessary for a defense against the attachment. The Pledgor shall inform the attaching creditor promptly of the Collateral Agent's security interests hereunder;
b)to deliver to the Collateral Agent, (i) annually at the time of the delivery of the information required under section 1 (Financial Statements and Other Reports) of Annex A-1 (Affirmative Covenants) of the Note Purchase Agreement and (ii) at any time written upon request after the occurrence of an Event of Default, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Bank Accounts;
c)to notify the Collateral Agent, by notification in writing to the Collateral Agent, of the closure of any of its Bank Accounts or the opening of a new Bank Account without undue delay, but in no event later than ten (10) Business Days thereafter (or such longer period as the Collateral Agent may agree in writing in its sole discretion), provided that any Bank Account may be closed only if the amounts standing to the credit of such Bank Account are transferred to another Bank Account pledged in favor of the Collateral Agent;
d)not to encumber or otherwise dispose of the claims in respect of its Bank Accounts (or any of them) or to grant to any third party any rights in respect of any Bank Account without the prior written consent of the Collateral Agent other than the Pledges and the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen); and
e)to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly the validity or the enforceability of the Pledges;
provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents.
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8.ENFORCEMENT
8.1Enforcement right
If and when an Enforcement Event has occurred and, in addition, the requirements set forth in Sec. 1273 para 2, 1204 et seq. BGB with regard to the enforcement of pledges are met (Pfandreife), the Collateral Agent may realize the Pledges (or any part thereof) by way of collecting the credit balances from the Bank Accounts, exercising any Ancillary Right or in any way permitted under German law, in any case notwithstanding Sec. 1277 BGB and without obtaining any enforceable judgment or other instrument (vollstreckbarer Titel).
8.2Notification
The Collateral Agent will notify the Pledgor one (1) week prior to the enforcement of the Pledges (or any of them) according to this Clause 8. However, such notice shall not be required if (i) the Pledgor has generally ceased to make payments (Zahlungen eingestellt), (ii) an application for the institution of insolvency proceedings or similar proceedings is filed by or against the Pledgor or (iii) the Collateral Agent reasonably determines that the observance of the notice period would endanger the security interest of the Collateral Agent and/or the other Secured Parties.
8.3Collateral Agent's discretions
The Collateral Agent shall be entitled to determine in its sole discretion which part of the Pledges shall be realized to satisfy the Secured Obligations. Sec. 1230 sentence 2 BGB shall not apply.
8.4Assistance by Pledgor
If the Collateral Agent seeks to realize the Pledges pursuant to, and in accordance with Clause 8.1 (Enforcement right), the Pledgor shall, at its own costs and expenses, render
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forthwith all necessary assistance (including the prompt delivery of documents (including originals)) in order to facilitate the prompt realization of the Pledges, any part thereof and/or the exercise by the Collateral Agent of any other right it may have under German law.
8.5Proceeds
The Collateral Agent shall be entitled to treat the proceeds resulting from the enforcement of the Pledges as additional collateral for the Secured Obligations or apply such proceeds towards the satisfaction of the Secured Obligations in accordance with the relevant provisions of the Note Purchase Agreement.
9.ENFORCEMENT LIMITATIONS
9.1The right to demand payment under this Agreement and to enforce the Pledges against the Pledgor to the extent the Pledges relate to obligations of a direct or indirect shareholder of the Pledgor or Subsidiaries of such shareholders (except where such entity is, at the same time, a Subsidiary of the Pledgor), shall be limited to the amount which may be paid by it or enforced against it without causing a Capital Impairment as determined by application of the following paragraphs ("German Maximum Amount"):
a)A "Capital Impairment" occurs if the payment or enforcement causes (A) the Pledgor’s net assets to be (determined in accordance with the provisions of the HGB consistently applied by the Pledgor in preparing its unconsolidated balance sheets (Jahresabschluss) according to section 42 of the GmbHG and in accordance with sections 30, 31 GmbHG (as applicable at the time of enforcement) and by only taking into account the sum of the values of the assets of the Pledgor which correspond to those items listed in section 266 subsection (2) A, B, C, D and E HGB less the Pledgor's liabilities, consisting of all liabilities and liability reserves which correspond to those items listed in accordance with section 266 subsection (3) B (but disregarding, for the
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avoidance of doubt, any provisions (Rückstellungen) in respect of the Note Guaranty), C, D and E HGB and any amounts not available for distribution according to section 253 paragraph 6 or section 268 subsection (8) HGB but, for the avoidance of doubt, excluding any liabilities under or relating to the Secured Obligations) and in each case subject to the adjustments under sub-paragraph (b) below (the "Net Assets") to be less than its registered share capital (Stammkapital) (Begründung einer Unterbilanz); or (B) if the Pledgor’s Net Assets are already less than its registered share capital, the Pledgor’s Net Assets to be further reduced (Vertiefung einer Unterbilanz).
b)For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows: (A) the amount of any increase of the stated share capital (Stammkapital) of the Pledgor registered after the date of this Agreement without the prior written consent of the Collateral Agent shall not be taken into account; (B) any funds received by the Issuer under the Note Purchase Agreement which have been or are on-lent or otherwise passed on to the relevant Pledgor or to any subsidiary of such Pledgor and have not yet been repaid at the time when payment of a Secured Obligation is demanded, shall be disregarded as assets; (C) loans provided to the Pledgor by the Issuer or any subsidiary of the Issuer which are subordinated by law or by contract shall be disregarded as liabilities; and (D) any loans or other liabilities of the Pledgor incurred in violation of any of the provisions of the Finance Documents shall be disregarded as liabilities.
9.2The limitation of the enforcement of the Pledges of the Pledgor to the German Maximum Amount shall only apply if and to the extent that the managing director(s) (Geschäftsführer) of the Pledgor on behalf of Pledgor have confirmed in writing to the Collateral Agent within 10 (ten) Business Days following the Collateral Agent’s demand under the Pledges to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the "Management Determination"). Such confirmation shall comprise an up-to-date balance sheet of the Pledgor and a detailed calculation of the amount of the Net Assets and share capital (taking into account the
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adjustments set out in sub-paragraph (b) above) of the Pledgor. The Pledgor shall fulfil its obligations under the Pledges within 3 (three) Business Days of providing the Management Determination (and the Collateral Agent shall be entitled to enforce the Pledges) in an amount which pursuant to the Management Determination would not cause a Capital Impairment (irrespective of whether or not the Collateral Agent agrees with the Management Determination).
9.3If the Collateral Agent, acting reasonably, disagrees with the Management Determination, the Pledgor shall, in consultation with the Collateral Agent, instruct (at its own cost and expense) a firm of auditors of international standing and reputation to draw-up within 20 (twenty) Business Days (or such longer period as has been agreed between the Pledgor and the Collateral Agent) from the date the Collateral Agent has contested the Management Determination an up-to-date balance sheet of the Pledgor together with a detailed calculation of the amount of the Net Assets and share capital and to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the "Auditor's Determination"). The amounts determined in the Auditor's Determination shall be (except for manifest error) binding for all Parties. The Pledgor shall fulfil its obligations under the Pledges within 3 (three) Business Days of providing the Auditor's Determination (and the Collateral Agent shall be entitled to enforce the Pledges) in an amount which pursuant to the Auditor's Determination would not cause a Capital Impairment.
9.4If and to the extent that the Pledges have been enforced without regard to the German Maximum Amount because the amount payable under the Pledges resulting from the Auditor's Determination is lower than the respective amount resulting from the Management Determination, the Collateral Agent shall upon demand of the Pledgor repay the difference between the amount paid and the amount payable resulting from the Auditor's Determination calculated as of the date the demand under the Pledges was made.
9.5The limitation of the enforcement of the Pledges of the Pledgor to the German Maximum Amount does not apply (A) if the Pledgor does not provide the
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Management Determination within the time frame set out above; (B) to any amounts which correspond to funds that have been received by the Issuer under the Note Purchase Agreement and have been on-lent to, or otherwise been passed on to, the relevant Pledgor or any of its Subsidiaries to the extent that any such on-lent or passed-on amount is still outstanding at the date demand under the Note Guaranty is made; (C) to any amounts payable under the Note Guaranty if and as long as the Pledgor is subject to a domination and/or profit and loss transfer agreement (either directly or through a chain of such agreements) pursuant to Section 291 AktG on the date of the enforcement of the Pledges as dominated company with the Issuer or another Note Guarantor whose obligations are secured by the Pledges of the Pledgor (and which shall be enforced against the Pledgor) as dominating company; (D) if and to the extent the Pledgor holds a fully recoverable loss compensation claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against the Issuer or another Note Guarantor whose obligations are secured by the Pledges of the Pledgor (and which shall be enforced against the Pledgor) that can be accounted for in the balance sheet as full value; (E) if the Pledgor is insolvent; or (F) if and to the extent (based on changes in law or based on a decision of the Federal Supreme Court (BGH)) the enforcement of the Pledges granted by the Pledgor under this Agreement does not result in a personal liability of the managing directors (Geschäftsführer) of the Pledgor including pursuant to section 43 GmbHG, each as amended, supplemented and/or replaced from time to time.
9.6If the Management Determination shows that a Capital Impairment would occur upon payment under the Pledges, the Pledgor shall realise all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets to the extent this is necessary to fulfil its obligations under the Pledges. If the relevant assets are necessary for the business of the Pledgor
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(betriebsnotwendig), it will use its best efforts to realize the higher market value (including by sale and lease-back or similar measures).
10.INDEPENDENT AND CONTINUING SECURITY
10.1This Agreement shall remain in full force and effect until complete satisfaction of the Secured Obligations. The Pledges shall not cease to exist, if the Pledgor has only temporarily fulfilled the Secured Obligations.
10.2This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Note Purchase Agreement or the Finance Documents or in any document or agreement related to any of the Note Purchase Agreement or the Finance Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.
10.3This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
10.4The Pledgor hereby agrees that the security created pursuant to this Agreement shall not be affected by any transfer or assumption (for whatever reason) of the obligations owed by the Pledgor in connection with the Secured Obligations to, or by, any third party (Schuldübernahme). Sec. 418 BGB shall not be applicable in such case.
11.RELEASE (SICHERHEITENFREIGABE)
Without prejudice to and in addition to any other release provisions under the Note Purchase Agreement or the Finance Documents if, at any time, the total value of the collateral created hereunder and realizable on enforcement (the "Realisable Value") exceeds 110% of the Secured Obligations (the "Limit") not only temporarily, the Collateral Agent shall on the Pledgor’s demand release such collateral
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(Sicherheitenfreigabe) as the Collateral Agent (reasonably taking into account the Pledgor's legitimate interests) deems fit so as to reduce the Realisable Value to the Limit. If VAT (Umsatzsteuer) is chargeable on any action taken by the Collateral Agent in enforcing the Collateral, the Limit shall be increased by the amount of VAT payable by the Collateral Agent.
12.WAIVER OF DEFENSES
The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to Sec. 1273 para 2, 1211 and 770 BGB as well as any defenses based on defenses any other Loan Party might have against any of the Secured Obligations (Einreden des Hauptschuldners) pursuant to Sec. 1211 para 1 sentence 1 alternative 1 BGB.
13.NO RECOURSE AGAINST THIRD PARTIES
Other than as permitted by the Note Purchase Agreement or the Finance Documents,
a)in deviating from Sec. 1225 BGB, no right of the Collateral Agent (or any of the Secured Parties) against any other Note Party shall pass to the Pledgor as a result of the enforcement of the Pledges. The Pledgor may not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or as a result of the enforcement of the collateral created under this Agreement:
(i)to be indemnified by another Note Party;
(ii)to claim any recourse from any other chargor of any Note Party's obligations under the Note Purchase Agreement or the Finance Documents;
(iii)to exercise any right of set-off against any other Note Party; and/or
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(iv)to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Secured Parties under the Note Purchase Agreement or the Finance Documents or of any other agreement or of any other guarantee or collateral taken pursuant to, or in connection with, the Note Purchase Agreement or the Finance Documents by any Secured Party.
b)The Pledgor furthermore hereby waives (by way of an agreement in favor of the Collateral Agent pursuant to Sec. 328 BGB) any contractual and/or statutory damage and/or reimbursement claims (Schadensersatz- und Aufwendungsersatzansprüche) against any other Note Party it may have in case of realization and/or satisfaction of any of the Secured Obligations. For the avoidance of doubt, the Pledgor shall not be entitled to demand an assignment of the Secured Obligations to it.
c)If the Pledgor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution on trust for the Secured Parties to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Note Parties under or in connection with the Note Purchase Agreement or the Finance Documents to be repaid in full and shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may direct for application in accordance with the instructions of the Secured Parties,
until the Secured Obligations have been finally, but not only temporarily, satisfied and discharged in full.
14.ASSIGNMENT
14.1This Agreement shall be binding upon the Parties and their respective successors in law.
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14.2If and when the pledges created hereunder have been transferred to a third party by operation of law due to a transfer of the Secured Obligations in accordance with the Note Purchase Agreement or the Finance Documents, the Collateral Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to such third party in accordance with the Note Purchase Agreement or the Finance Documents, provided that the assignee accepts to be bound by the terms of this Agreement. The Pledgor hereby explicitly and irrevocably consents to such assignment or transfer.
14.3The Pledgor shall not assign or transfer any of its rights, claims or obligations under or in connection with this Agreement, unless permitted under the Finance Documents.
15.PARTIAL INVALIDITY
15.1The Parties agree that should at any time, any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity, legality or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue (darlegen) and prove (beweisen) the Parties' intent to uphold this Agreement even without the void, invalid or ineffective provisions.
15.2The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.
16.CONFLICTS
Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral with respect to the Bank Accounts hereunder (including any
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representation and any undertaking) are subject to the provisions of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable. In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms would affect the validity, ranking, priority or enforceability of the Pledge created under this Agreement.
17.AMENDMENTS
Changes and amendments to this Agreement (including to this Clause 18) must be made in writing, unless otherwise required by mandatory law.
18.WAIVERS
No failure or delay by the Collateral Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Finance Documents shall not limit or exclude any statutory legal remedies.
19.NOTICES AND THEIR LANGUAGE
19.1Contact details
All notices and communications under or in connection with this Agreement shall be in writing and shall be delivered by letter, posted or delivered by hand, or fax or email. Each notice or communication shall be given to the relevant Party at the address or fax number or email address and marked for the attention of the person(s) or department from time to time specified in writing by that Party to the other. The initial address, fax
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number, email address and person(s) or department so specified by each Party are set out below:
For the Pledgor:Li-Cycle Germany GmbH
Address:Lange Göhren 4
39171 Sülzetal, Germany
Fax:n/a
E-mail:[XXX]
Attention:Peter Dürr and Jens Emrich
with a copy to:
Address:Freshfields Bruckhaus Deringer LLP
3 World Trade Center 175 Greenwich Street New York, New York 10007
E-mail:
[XXX]
Attention:Andrea M. Basham, Allison R. Liff
For the Collateral Agent:Glencore Canada Corporation
Address:100 King Street West, Suite 6900
Toronto, ON, M5X 1E3
150 East 58th Street, 18th Floor
New York, New York 10155
E-mail:[XXX]
Attention:Legal Department
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
Address:767 Fifth Avenue
New York, New York
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E-mail:[XXX]
Attention:David Avery Gee, Heather Emmel, Nitin Konchady, Justin Lee
and:Glencore International AG
Address:Baarermattstrasse 3
CH-6340 Baar
Switzerland
E-mail:[XXX]
Attention:General Counsel
and:Glencore Ltd.
Address:330 Madison Ave.
New York, New York 10017
E-mail:[XXX]
Attention:Legal Department

19.2English language
a)Any notice given under or in connection with this Agreement must be in English.
b)All other documents provided under or in connection with this Agreement must be in English, or, if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
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20.GOVERNING LAW; JURISDICTION
a)This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.
b)The courts of Frankfurt am Main shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (each a "Dispute").
c)Sub-paragraph b) is for the benefit of the Collateral Agent only. As a result, the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.
21.CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)
a)This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. The Parties may choose to conclude this Agreement by an exchange of signed signature page(s) plus a copy of this Agreement, transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way of fax or electronic photocopy.
b)If the Parties choose to conclude this Agreement pursuant to sub-paragraph a) above, they will transmit the signed signature page(s) of this Agreement plus a copy of this Agreement to (i) Thomas Zimmermann, Weil, Gotshal & Manges LLP, Maximilianstrasse 13, 80539 Munich, Germany (e-mail to [XXX] or by facsimilie to [XXX], (ii) Silvia Lengauer, Weil, Gotshal & Manges LLP, Maximilianstrasse 13, 80539 Munich, Germany (e-mail to [XXX] or by facsimilie to [XXX]), or (iii) Hans-Christian Mick, Weil, Gotshal & Manges LLP, Taunusanlage 1 (Skyper), 60329 Frankfurt am Main, Germany (e-mail to
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[XXX] or by facsimilie to [XXX]) (each a "Recipient"). The Agreement will be considered concluded once one of the Recipients has received the signed signature page(s) including, in each case, with a copy of this Agreement (Zugang der Willenserklärung) from all Parties (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) plus a copy of this Agreement by the Recipient.
c)For the purposes of this Clause 22 only, the Parties appoint each of the Recipients as their attorney (Empfangsvertreter) and expressly allow (gestatten) each of the Recipients to collect the signed signature page(s)/Agreement from all and for all Parties. For the avoidance of doubt, none of the Recipients will have further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.
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SCHEDULE 1
BANK ACCOUNTS
[XXX]

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SCHEDULE 2
EXCLUDED ACCOUNTS
[XXX]
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SCHEDULE 3
NOTIFICATION OF PLEDGES
Part 1
Notification
Registered mail with return receipt /faxEinschreiben mit Rückschein/Fax
To:    [Account Bank] (the "Account Bank")
An:        [kontoführende Bank] (die "kontoführende Bank")
Electronic Copy:     Glencore Canada Corporation ("Collateral Agent")
Elektronische Kopie:     Glencore Canada Corporation ("Sicherheiten-Treuhänder")
Date:     [●]Datum: [●]
Dear Sirs,

Notification of Pledge -
Bank Account(s) No. [●] / IBAN ("Existing Account(s)")

We hereby notify you that pursuant to an account pledge agreement dated [●] ("Account Pledge Agreement") [insert name of Pledgor] has pledged in favor of Glencore Canada Corporation as Collateral Agent, all of its rights and claims relating to the present and future credit balance on all of its account(s) in Germany, including the Existing Accounts (which shall include all sub-accounts, renewals, replacements and extensions thereof), including all interest payable thereon, together with all ancillary rights and claims associated with such accounts.
Sehr geehrte Damen und Herren,

Verpfändungsanzeige -
Kontonummer(n) [●] / IBAN ("Existierende Konten")

hiermit zeigen wir Ihnen an, dass wir gemäß einem Vertrag über die Verpfändung von Bankkonten vom [●] ("Kontenverpfändungsvertrag") alle Ansprüche im Hinblick auf gegenwärtige und künftige Guthaben auf allen in Deutschland geführten Konten, insbesondere auf den oben genannten Existierenden Konten (inklusive aller Unterkonten, etwaiger Neueröffnungen, Ersatzkonten und Erweiterungen), einschließlich Zinsen, zusammen mit allen Neben- und Hilfsansprüchen zu Gunsten der Glencore Canada Corporation als Sicherheiten-Treuhänder verpfändet haben.
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Until notice to the contrary from the Collateral Agent to be served on you as Account Bank ("Revocation"), we may continue to operate the Account(s) and in particular may dispose of the amounts standing to the credit of the Account(s). Upon receipt of such aforesaid notice to the contrary, you as Account Bank shall not allow any dispositions by us of amounts standing to the credit of the Account(s) until further notice from the Collateral Agent.    
Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheiten-Treuhänder erhalten ("Widerruf"), sind wir ermächtigt, über das Konto und insbesondere das Kontoguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über das Kontoguthaben mehr zuzulassen, solange bis der Sicherheit-Treuhänder dies wieder gestattet.
We hereby ask you to waive any rights you may have in connection with the pledge of the Account(s) effected pursuant to your general business conditions (Pfandrechtsaufhebung).
Wir möchten Sie hiermit bitten, die an den Konten gemäß Ihren allgemeinen Geschäftsbedingungen bestellten Pfandrechte aufzugeben und auf alle damit im Zusammenhang stehenden Rechte zu verzichten.
We hereby release you for the benefit of the Collateral Agent from your obligations to maintain confidentiality (Bankgeheimnis) in relation to the Accounts and instruct you to provide the Collateral Agent with all information concerning the Accounts reasonably requested by it.
Wir verzichten hiermit in Bezug auf die Konten zu Gunsten des Pfandgläubigers auf unser Recht auf Vertraulichkeit (Bankgeheimnis) und beauftragen Sie hiermit, dem Sicherheiten-Treuhänder auf Verlangen jede vernünftigerweise gewünschte Information im Hinblick auf die verpfändeten Konten zu geben.
This notification shall be governed by the laws of the Federal Republic of Germany.Diese Verpfändungsanzeige unterliegt deutschem Recht.
In cases of doubt the German version of this notification shall prevail.In Zweifelsfällen gilt die deutsche Fassung dieser Anzeige.
Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the enclosed copy and returning the same to ourselves.    Wir bitten Sie, uns die Kenntnisnahme dieser Verpfändungsanzeige und Ihr Einverständnis mit den oben genannten Bedingungen dadurch zu bestätigen, dass Sie die beigefügte Kopie dieses Briefes gegenzeichnen und an uns übersenden.
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Please note that the accounts pledge does not prejudice our business relationship. It is common practice when granting credit facilities.
Wir weisen darauf hin, dass die Kontoverpfändung keine Beeinträchtigung unserer Geschäftsverbindung darstellt, sondern im Rahmen der Kreditfinanzierung allgemein üblich ist.
Yours faithfully,Mit freundlichen Grüßen
Date/Datum:
________________________________________________
For and on behalf of [●]

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Part 2
Acknowledgement
Acknowledgement of receipt
[Letterhead of Account Bank]    
Empfangsbestätigung
[Briefkopf der kontoführenden Bank]
From:    [Account Bank] (the "Account Bank")
Von:        [kontoführende Bank] (die "Kontoführende Bank")
To:    [Pledgor]
An:     [Verpfänder]
Copy:     Glencore Canada Corporation as Collateral Agent
Kopie:     Glencore Canada Corporation als Sicherheiten-Treuhänder
Date:     [●]Datum:    [●]
Acknowledgement of Receipt of Notification of Pledge - Bank Account(s) No. [●] / IBAN, of [Date] ("Notification Letter")
Empfangsbestätigung der Verpfändungsanzeige
Kontonummer(n) [●] / IBAN vom [Datum] ("Verpfändungsanzeige")
We acknowledge receipt of the Notification Letter and our agreement to the terms thereof and confirm that we have neither received any previous notice of pledge relating to the Account(s) nor are we aware of any third party rights in relation to the Account(s) (other than the pledge pursuant to our general terms and conditions). We hereby grant our consent on behalf of ourselves and our legal successors in title to the pledge of any claims arising out of the Account(s).Wir bestätigen den Erhalt der obigen Verpfändungsanzeige und unser Einverständnis damit und versichern, dass wir in Bezug auf die verpfändeten Konten weder bereits eine vorhergehende Verpfändungsanzeige erhalten haben noch uns etwaige Rechte Dritter an einem verpfändeten Konto (mit Ausnahme unseres AGB-Pfandrechtes) bekannt sind. Wir erteilen hiermit zum bezeichneten Pfandrecht an allen Ansprüchen aus den verpfändeten Konten unsere Einwilligung im eigenen Namen und in dem unserer Rechtsnachfolger.
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We hereby agree not to make any set-off or deduction from the Account(s) or invoke any rights of retention in relation to the Account(s) other than in relation to charges payable in connection with the maintenance of the Accounts or other account charges or fees payable in the ordinary course of business.Wir verzichten hiermit unwiderruflich und bedingungslos auf unsere Ansprüche bzgl. des verpfändeten Kontos sowie mit Ausnahme der Kontoführungskosten und sämtlicher Kontogebühren bzw. -kosten, die im üblichen Geschäftsverlauf anfallen, auf jegliche Aufrechnungs- und Zurückbehaltungsrechte.
We hereby agree that the pledge in our favor over the Accounts granted pursuant to our general business terms and conditions shall rank behind all the pledges over the Accounts granted to the Security Agent by [Name of Pledgor] under the Account Pledge Agreement.
Wir stimmen hiermit zu, dass unser AGB-Pfandrecht im Rang hinter die zugunsten des Sicherheiten-Treuhänders vorgenommene Kontenverpfändung durch [Name des Verpfänders] aufgrund des Kontoverpfändungsvertrages zurücktritt.
We acknowledge our release from our obligations to maintain confidentiality (Bankgeheimnis) in relation to the Accounts as set out in the Notification Letter and agree to provide the Collateral Agent with all information concerning the Accounts reasonably requested by it in accordance with the terms of the Notification Letter.    
Wir bestätigen die Kenntnisnahme vom Verzicht auf das Bankgeheimnis in Bezug auf die Konten wie in der Verpfändungsanzeige vorgesehen und erklären uns damit einverstanden, dem Sicherheiten-Treuhänder alle Informationen zu den Konten zukommen zu lassen, die dieser vernünftigerweise anfordert in Übereinstimmung mit den Regelungen aus der Verpfändungsanzeige.
Yours faithfully,Mit freundlichen Grüßen
Date/Datum:
________________________________________________
For and on behalf of/ Namens und in Vollmacht für
[Account Bank]

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SIGNATURE PAGES
The Pledgor
Li-Cycle Germany GmbH
By: __/s/ Frank Pommerenke_____________
Name: Frank Pommerenke
Title: Managing Director (Geschäftsführer)



By: __/s/ Udo Schleif___________________
Name: Udo Schleif
Title: Managing Director (Geschäftsführer)



[XXXX – Account Pledge Agreement – Signature Page]

The Collateral Agent
Glencore Canada Corporation
By: ___/s/ Adam Luckie_________________
Name: Adam Luckie
Title: Authorized Signatory

[XXXX – Account Pledge Agreement – Signature Page]
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.

Index of deeds no. 329 /2024/DS
Transacted
at Frankfurt am Main
on 29 May 2024.
Before me, the undersigned Civil Law Notary
Aurélio de Sousa
with registered office in Frankfurt am Main
appeared today:
1.Mr. Esteban Hagedorn Belmar, born on [XXX],
with business address: c/o Freshfields Bruckhaus Deringer Rechtsanwalte Steuerberater PartG mbH, Bockenheimer Anlage 44, 60322 Frankfurt am Main, Germany, identified by valid official photo identification, acting not in his own name, but with exemption from the restrictions set forth under Section 181 German Civil Code (BGB) by virtue of a power of attorney, a copy of which was available during the recording of this Deed, with the promise to deliver the original later, a certified copy of which will then be attached to this Deed, for and on behalf of
(a)Li-Cycle Germany GmbH, a company incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, with its seat at Sülzetal and registered office address Lange Göhren 4, 39171 Sülzetal OT Osterweddingen, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under no. HRB 32081
(b)Li-Cycle Europe AG, a corporation incorporated and organized under the laws of Switzerland, with its seat at Baar, Switzerland and registered office address Neuhofstrasse 6, 6340 Baar, Switzerland, registered with the commercial register (Handelsregister) of the Canton of Zug under registration number CHE-276.781.098,
2.Mr. Daniel Reich, born on [XXX],
with business address: Weil, Gotshal & Manages LLP, Taunusanlage 1 (Skyper), 60329 Frankfurt am Main, identified by valid official photo identification, acting not in his own name, but with exemption from the restrictions set forth under Section 181 German Civil Code (BGB) by virtue of a power of attorney, the original of which was available during the recording of this Deed and a copy, which is hereby certified by the Notary to be a true and correct copy of the original, is attached to this Deed, for and on behalf of


Glencore Canada Corporation, with its seat at Toronto, Ontario, and registered office address 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada, registered with the Ontario Business Registry under Ontario Corporation Number (OCN) 1947729,
The term “Notary” shall include the acting Notary as well as any Notary, who is associated with the Notary as well as their officially appointed representatives.
The Notary asked the persons appearing before the beginning of the notarization, if there had been a prior involvement in the sense of Section 3 para. 1 sentence 1 no. 7 of the German law on the recording of documents (BeurkG) and explained this provision. The persons thereupon declared that no such prior involvement occurred and that the Notary was therefore not hindered to act in this deed.
The persons appearing requested this deed to be recorded in the English language. The Notary, who is in sufficient command of the English language, ascertained that the persons appearing are also in sufficient command of the English language. After having been instructed by the Notary, the persons appearing waived the right to obtain the assistance of a sworn interpreter and to obtain a certified translation of this deed.
The persons appearing - acting as set out above - requested the notarization of the following:



SHARE PLEDGE AGREEMENT
(GESCHÄFTSANTEILSVERPFÄNDUNG)
in relation to the shares in
Li-Cycle Germany GmbH
between
Li-Cycle Europe AG
(as Pledgor)
and
Glencore Canada Corp.
(as Collateral Agent)



TABLE OF CONTENTS
2.    Pledge    13
3.    Security Purpose    14
4.    Dividends    14
5.    Voting Rights    15
6.    Representations and Warranties    16
7.    Undertakings of the Pledgor    18
8.    Enforcement    19
9.    Limitations on Enforcement    21
10.    Independent and Continuing Security    23
11.    Release (Sicherheitenfreigabe)    24
12.    Waiver of Defenses    24
13.    No Recourse against Third Parties    24
14.    Further Assurance    24
15.    Costs and Expenses    26
16.    Assignment    26
17.    Partial Invalidity    27
18.    Conflicts    27
19.    Amendments    27
20.    Waivers    28
21.    Notices and their Language    28
22.    Governing Law; Jurisdiction    30
23.    Notification of Pledges    31


24.    Consent of the Pledgor and the Pledged Company    31
This SHARE PLEDGE AGREEMENT (the "Agreement") is made on May 31, 2024 and entered into
BETWEEN:
(1)Li-Cycle Europe AG, a corporation incorporated and organized under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration number CHE-276.781.098, with registered office at Neuhofstrasse 6, 6340 Baar, Switzerland in its capacity as pledgor (the "Pledgor");
(2)Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada in its capacity as collateral agent under the Finance Documents (as defined below) and pledgee (the "Collateral Agent" and "Noteholder"); and
(3)Li-Cycle Germany GmbH, a company incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, with its registered seat in Sülzetal and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under registration number HRB 32081 in its capacity as pledged company (the "Pledged Company").
The institutions named in (1) to (3) are hereinafter together referred to as the "Parties" and each as a "Party".
WHEREAS:
(A)Pursuant to an amended and restated note purchase agreement dated March 25, 2024 (the "Note Purchase Agreement") among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queens


Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the "Company" or the "Issuer"), Glencore Ltd., a Swiss company having an address at 330 Madison Ave., New York, NY 10017 and the Collateral Agent as purchaser (the Collateral Agent in such capacity the "Purchaser") and collateral agent, the Company has issued and sold to the Purchaser the senior secured convertible note due five years from the closing date in the aggregate amount of USD 75,000,000 (the "Note") in accordance with the terms and conditions set forth therein.
(B)Pursuant to a note guaranty dated March 25, 2024 (the "Note Guaranty"), certain subsidiaries of the Issuer from time to time party thereto as note guarantors (the "Note Guarantors") agreed to guaranty the Secured Obligations of the Issuer and the other Note Parties under the Note. By way of a joinder agreement dated on or about the date hereof, the Pledgor acceded to the Note Guaranty as Note Guarantor.
(C)It is a condition of the Note that the Pledgor pledge its shares in the Pledged Company and the Ancillary Rights (as defined below) pertaining thereto to the Collateral Agent.
(D)The security created by or pursuant to this Agreement is to be held and administered by the Collateral Agent for and on behalf of the other Secured Parties pursuant to the terms of the Note Purchase Agreement.
IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement:
"AktG" means the German Stock Corporation Act (Aktiengesetz).


"Ancillary Rights" means (i) the present and future rights to receive (A) dividends and other distributions paid or payable on the Shares; and (B) liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Pledged Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares; (ii) the right to subscribe for newly issued shares and (iii) all other rights and benefits attributable to the Shares (other than non-pecuniary membership rights excluded pursuant to Clause 5.1 (Voting rights with the Pledgor)).
"BGB" means the German Civil Code (Bürgerliches Gesetzbuch).
"Business Day" means any day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am Main, Germany, Toronto, Canada, and the City of New York, USA.
"Canadian Guarantors" means, collectively, all present and future (direct or indirect) subsidiaries of the Issuer organized under the laws of Canada or any province or territory thereof, which as of the closing date consists of Li-Cycle Corp. and Li-Cycle Americas Corp.
"Canadian Pledge Agreement" means a Canadian law governed pledge agreement, entered into between the Issuer and the Canadian Guarantors as grantors, and the Collateral Agent on March 25, 2024.
"Canadian Security Agreement" means a Canadian law governed general security agreement, entered into between the Issuer and the Canadian Guarantors as grantors, and the Collateral Agent on March 25, 2024.


"Collateral" means any and all property of any Note Party subject (or purported to be subject) to a Lien under any Collateral Document and any and all other property of any Note Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a Lien pursuant to any Collateral Document to secure the Secured Obligations. For the avoidance of doubt, in no event shall “Collateral” include any asset that is an excluded asset under the terms of the Note) for so long as such asset constitutes an excluded asset.
"Collateral Documents" means, collectively, (i) the U.S. Security Agreement, (ii) the U.S. Pledge Agreement, (iii) the Canadian Security Agreement, (iv) the Canadian Pledge Agreement, (v) any supplement to any of the foregoing delivered to the Collateral Agent under the collateral and guarantee requirements under the Note and (vi) each of the other instruments and documents pursuant to which any Note Party grants (or purports to grant) a Lien on any Collateral as security for payment of the Secured Obligations.
"Enforcement Event" means an Event of Default that has occurred and is continuing.
"Event of Default" means any event of default under the Note which entitles the Collateral Agent to declare all or part of any amount of the Secured Obligations due and payable or which renders all or part of any amount of the Secured Obligations automatically due and payable.
"Existing Shares" means the shares held by the Pledgor in the Pledged Company with the serial numbers (laufende Nummer der Geschäftsanteile) 1 to 25,000 of the most current list of shareholders (Gesellschafterliste) filed (aufgenommen) in the commercial register (Handelsregister), having a nominal value of EUR 25,000.00.
"Finance Documents" means the Note, the Note Guaranty Agreement, the Collateral Documents and each Intercreditor Agreement (if any).


"Future Shares" means all additional shares in the capital of the Pledged Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Pledged Company (including by way of authorized capital (genehmigtes Kapital)) or otherwise.
"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).
"Group" means the Company and each of its Subsidiaries from time to time.
"Guaranty Parallel Debt" means the independent payment obligation of any Note Guarantor under the Note Guaranty Agreement to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"HGB" means the German Commercial Code (Handelsgesetzbuch).
"InsO" means the German Insolvency Code (Insolvenzordnung).
"Intercreditor Agreement" means (i) any intercreditor agreement entered into in connection with a contemplated project financing of at least USD 375,000,000 and not more than USD [XXX] obtained by the Issuer and/or any of its (direct or indirect) subsidiaries from a project lender and entered into between such project lender, any Note Party and the Collateral Agent, (ii) with respect to (x) that certain amended and restated convertible note in an aggregate principal amount of USD 116,551,170.40 dated as of March 25, 2024 which is deemed issued in accordance with the terms of that certain note purchase agreement dated May 5, 2022 and (y) that certain amended and restated


convertible note in an aggregate principal amount of $114,615,632.00 dated as of March 25, 2024 issued by the Issuer to Glencore Canada Corporation as holder which is deemed issued in accordance with the terms of that certain note purchase agreement dated May 5, 2022, any intercreditor or subordination agreement or arrangement governing among other things the relative rights and remedies with respect to the Collateral (or applicable portion thereof) of the Secured parties and the holders of other indebtedness that is secured by the Collateral (or a portion thereof) on a pari passu basis with the Secured Obligations and (iii) with respect to any other indebtedness, any intercreditor or subordination agreement or arrangement (which may take the form of a "waterfall" or similar provision), as applicable, the terms of which are reasonably acceptable to the Issuer and the required quorum of Noteholders under the Note.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.
"Noteholder" means the Purchaser and each other person that becomes a holder of a note issued pursuant to the terms of the Note and the Note Purchase Agreement and has not cased to be a holder of such notes.
"Note Parties" means the Issuer and each Note Guarantor and "Note Party" means one of them.
"Parallel Debt" means the independent payment obligation of any Note Party under the Note Purchase Agreement to pay to the Collateral Agent as creditor in its own right sums equal to and in the currency of each present or future amount payable by such Guarantor


under each of the Finance Documents (as amended from time to time and notwithstanding any increase of amounts payable thereunder or extension of term) to each of the other Secured Parties.
"Pledges" means the pledges created pursuant to Clause 2.1 (Pledge of Shares and Ancillary Rights).
"Secured Obligations" means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding at the rate provided for in the documentation with respect thereto, regardless of whether allowed or allowable in such proceeding) on the Note, premium, penalties, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and obligations of any Note Party to the Collateral Agent arising under the Finance Documents in respect of any Note, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising, including the Secured Parallel Debt Obligations and including any claims based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt) and claims arising from the insolvency administrator's discretion to perform obligations in agreements according to Sec. 103 InsO.
"Secured Parallel Debt Obligations" means (i) the Parallel Debt and (ii) the Guaranty Parallel Debt.
"Secured Party" means (a) each Noteholder, (b) the Purchaser and (c) the Collateral Agent (together the "Secured Parties)".
"Shares" means the Existing Shares and the Future Shares.


"Subsidiary" means, with respect to any person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the person or persons (whether directors, trustees or other persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such person’s consolidated financial statements under GAAP; provided that in determining the percentage of ownership interests of any person controlled by another person, no ownership interests in the nature of a “qualifying share” of the former person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Issuer.
"U.S. Guarantors" means, collectively, all present and future (direct or indirect) U.S. Subsidiaries, which consists as of the closing date of the U.S. Project Finance Group.
"U.S. Pledge Agreement" means the New York law governed Pledge Agreement entered into between Li-Cycle Americas Corp. as pledgor and the Collateral Agent on March 25, 2024.
"U.S. Project Finance Group" means, collectively, Li-Cycle U.S. Holdings Inc., Li-Cycle Inc., and Li-Cycle North America Hub, Inc. and their respective direct and indirect subsidiaries.
"U.S. Security Agreement" means the New York law governed Pledge and Security Agreement entered into between Li-Cycle Americas Corp. and the U.S. Guarantors as grantors, and the Collateral Agent on March 25, 2024.


"U.S. Subsidiary" means any Subsidiary which is incorporated or organized under the laws of the U.S., any state thereof or the District of Columbia.
1.2Construction
In this Agreement:
a)any reference to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time;
b)a reference to any person includes such person's successors, transferees and assignees;
c)where the context so permits, the singular includes the plural and vice versa;
d)the headings are for convenience only and are to be ignored in construing this Agreement;
e)any reference to the term "including" means "including, but without limitation" and any reference to the term "promptly" means "without undue delay (unverzüglich)" within the meaning of Sec. 121 BGB; and
f)any reference to a "Clause" or a "Schedule" shall, subject to any contrary indication, be construed as a reference to a Clause or a Schedule hereof.
1.3Language
This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement.


However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.
2.PLEDGE
2.1Pledge of Shares and Ancillary Rights
The Pledgor hereby pledges as security to the Collateral Agent its respective Shares in the Pledged Company and all Ancillary Rights pertaining thereto.
2.2Acceptance
The Collateral Agent hereby accepts the Pledges created pursuant to Clause 2.1 (Pledge of Shares and Ancillary Rights) for itself.
2.3Independent Pledges
2.3.1Each of the Pledges is in addition, and without prejudice, to any other security the Collateral Agent may now or hereafter hold in respect of the Secured Obligations.
2.3.2The validity and effect of each of the Pledges created under this Agreement shall be independent from the validity and the effect of any of the other Pledges created hereunder. The Pledges to the Collateral Agent shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.
2.3.3For the avoidance of doubt, the Parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges created under and in relation to this Agreement by operation of law upon the transfer or assignment (including by way of assumption of contract (Vertragsübernahme)) of all or part of the Secured Obligations by the Collateral Agent.


3.SECURITY PURPOSE
The Pledges granted hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The Pledges shall also cover any future extension or increase of the Secured Obligations and the Pledgor hereby expressly agrees that the provisions of Sec. 1210 para 1 sentence 2 BGB shall not apply to this Agreement.
4.DIVIDENDS
4.1Entitlement to receive dividend payments
Notwithstanding that the dividends and other distributions paid or payable on the Shares are pledged hereunder, the Pledgor shall be entitled (to the extent not prohibited under the Finance Documents) to receive and retain all dividend payments and other distributions in respect of the Shares unless an Enforcement Event has occurred and the Collateral Agent has provided prior written notice that the Pledgor shall no longer have such right.
4.2Collateral Agent's rights
Notwithstanding Clause 4.1 (Entitlement to receive dividend payments) above, upon the occurrence of an Enforcement Event and at least concurrent notice to the Pledgor:
a)dividends and profit shares paid or payable otherwise than in cash (i.e. in kind (Sachdividenden)) and other property received, receivable or otherwise distributed in respect of or in exchange for, any of the Shares;
b)dividends and profit shares or other distributions paid or payable in cash in respect of the Shares in connection with the partial or total liquidation or dissolution or in connection with the reduction of capital, capital surplus or paid-in surplus; and


c)cash paid, payable or otherwise distributed in redemption of, or in exchange for the Shares,
shall be transferred, assigned and delivered to the Collateral Agent to be held as collateral and if received by the Pledgor, shall be received as holder for the Collateral Agent and segregated from the other property or funds of the Pledgor and be forthwith delivered to the Collateral Agent as collateral in the same form as received.
5.VOTING RIGHTS
5.1Voting rights with the Pledgor
The non-pecuniary membership rights attached to the Shares (including the voting rights) remain with the Pledgor. The Pledgor, however, shall at all times until the full satisfaction of all Secured Obligations or the release of the Pledges exercise its membership rights, including its voting rights, in good faith to ensure that the validity and enforceability of the Pledges and the existence of all or part of the Shares are not in any way materially and adversely affected other than through any action permitted under the Note Purchase Agreement or the Finance Documents.
5.2Impairment
The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the Collateral Agent's security interest or the security purpose as described in Clause 3 (Security Purpose) or which would materially defeat, impair or circumvent the Collateral Agent's rights hereunder.


5.3Information by the Pledgor
The Pledgor shall notify the Collateral Agent, by notification in writing, forthwith of any shareholders' meeting at which a resolution is intended to be adopted which could reasonably be expected to have a material and adverse effect upon the validity or enforceability of the Pledges. Upon an Enforcement Event and at least concurrent notice to the Pledgor, the Pledgor shall allow the Collateral Agent, as the case may be, its proxy or any other person designated by the Collateral Agent to attend such shareholders’ meeting of the Pledged Company (for the avoidance of doubt, without any voting right). The Collateral Agent’s right to attend the shareholders’ meeting shall terminate immediately upon complete satisfaction and discharge of the Secured Obligations.
6.REPRESENTATIONS AND WARRANTIES
The Pledgor represents and warrants to the Collateral Agent by way of an independent guarantee (selbstständiges Garantieversprechen) that at the date of this Agreement:
a)the Pledgor is not unable to pay its respective debts as and when they fall due (zahlungsunfähig), nor over-indebted (überschuldet) (all within the meaning of Sec. 17 and 19 InsO, inclusive) nor subject to any insolvency proceedings (Insolvenzverfahren);
b)the description of the Existing Shares in Clause 1.1 (Definitions) is complete, true and correct;
c)it is the sole legal and beneficial (wirtschaftlicher) owner of all of the Existing Shares pledged by it and except for the Pledges created hereunder, the Existing Shares pledged by it are free from any right, claim, title, interest, pledge, lien or other encumbrance or charge of third parties;


d)the Existing Shares pledged by it hereunder are fully paid, are the only shares in the Pledged Company and there is no obligation for a shareholder to make additional contributions;
e)it is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, the Existing Shares purported to be pledged by it or with regard to the right to receive dividends or profit shares on the Existing Shares pledged by it;
f)the Pledges created under this Agreement are first ranking pledges over the Existing Shares and the Ancillary Rights pertaining thereto;
g)except for the shareholders’ resolution dated as of 25 April 2024 by means of which the Pledgor resolved the dischargement from the liabilities of Mr. Richard John Bruce Storrie as Managing Director and the termination of the joint procura of Ms. Bozena Guzd, all facts capable of being entered into the commercial register (Handelsregister) of the Pledged Company, not being irrelevant for the creation of the Pledges, have been entered into the commercial register (Handelsregister), and, in particular, no shareholders’ resolutions regarding changes in the articles of association (Satzung) of the Pledged Company have been passed which have not been entered into the commercial register (Handelsregister) of the Pledged Company; and
h)there are no silent partnership agreements or similar arrangements by which any third parties are entitled to a participation in the profits or revenue of the Pledged Company in respect of which it has granted a pledge.
7.UNDERTAKINGS OF THE PLEDGOR
The Pledgor undertakes to the Collateral Agent:


a)to inform the Collateral Agent, by notification in writing, promptly of any attachments (Pfändung) in respect of any of the Shares or Ancillary Rights or any other events, circumstances or measures which are reasonably likely to impair or jeopardize the validity or enforceability of the Pledges or interests relating thereto. In the event of an attachment, the Pledgor undertakes to forward to the Collateral Agent, by notification in writing, promptly a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defense against the attachment. The Pledgor shall inform the attaching creditor promptly of the Collateral Agent's security interests hereunder; without the Collateral Agent’s prior written consent,
(i)not to sell or encumber or otherwise dispose of the Shares or the Ancillary Rights pledged by it;
(ii)not to allow any party other than itself to subscribe for any newly issued share in the Pledged Company;
in each case unless otherwise permitted under the Note Purchase Agreement or the Finance Documents;
b)to notify the Collateral Agent, by notification in writing, promptly of any change in the shareholding in, or the capital contributions to, the Pledged Company;
c)to effect promptly any payments to be made to the Pledged Company in respect of the Shares and Ancillary Rights;
d)that all Future Shares pledged by it will be fully paid up and that there will be no obligation for a shareholder to make additional contributions; and


e)to ensure that at all times the Collateral Agent holds a valid and first ranking pledge over 100% of the Shares (and in the case of a merger to procure that an equivalent security interest over the shares and interests in the surviving or, as the case may be, the new company or partnership) in accordance with the terms of this Agreement;
provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents.
8.ENFORCEMENT
8.1Enforcement right
If and when an Enforcement Event has occurred and, in addition, the requirements set forth in Sec. 1273 para 2, 1204 et seq. BGB with regard to the enforcement of pledges are met (Pfandreife), the Collateral Agent may realize the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in any case notwithstanding Sec. 1277 BGB and without obtaining any enforceable judgment or other instrument (vollstreckbarer Titel).
8.2Notification and auction
a)The Collateral Agent will notify the Pledgor one (1) week prior to the enforcement of the Pledges (or any of them) according to this Clause 8 (Enforcement). However, such notice shall not be required if (i) the Pledgor has generally ceased to make payments (Zahlungen eingestellt), (ii) an application for the institution of insolvency proceedings or similar proceedings is filed by or against the Pledgor or (iii) the Collateral Agent reasonably determines that the observance of the notice period would endanger the security interest of the Collateral Agent and/or the other Secured Parties.


b)The public auction may be held at any place in the Federal Republic of Germany which will be determined by the Collateral Agent. The Collateral Agent shall notify the Pledgor ten (10) days in advance of the place and time of the public auction in accordance with Sec. 1237 sentence 2 BGB.
c)No further notices are required to initiate the enforcement of the Pledges.
8.3Collateral Agent's discretion
The Collateral Agent shall be entitled to determine in its sole discretion which part of the Pledges shall be realized to satisfy the Secured Obligations. Sec. 1230 sentence 2 BGB shall not apply.
8.4Assistance by Pledgor
If the Collateral Agent seeks to realize the Pledges pursuant to, and in accordance with Clause 8.1 (Enforcement right), the Pledgor shall, at its own costs and expenses, render forthwith all necessary assistance (including the prompt delivery of documents (including originals)) in order to facilitate the prompt realization of the Pledges, any part thereof, the prompt enforcement and realization of the Ancillary Rights and/or the exercise by the Collateral Agent of any other right it may have under German law.
8.5Dividends
Provided that the requirements for a realization referred to under Clause 8.1 (Enforcement right) are met, all dividends and other payments, if any, which have been or will be made to the Pledgor and, as the case may be, all payments based on similar ancillary rights attributed to the Shares may be applied by the Collateral Agent in satisfaction in whole or in part of the Secured Obligations notwithstanding its right to treat such payments as additional collateral.


9.LIMITATIONS ON ENFORCEMENT
Notwithstanding anything to the contrary in this Agreement, the obligations of the Pledgor and the rights of the Secured Parties and the Collateral Agent under this Agreement are subject to the following limitations:
a)If and to the extent that the security interest granted by the Pledgor under this Agreement secures obligations of its Affiliates which are not its wholly-owned direct or indirect Subsidiaries (the Restricted Obligations) and if using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Pledgor or would otherwise be restricted under then applicable Swiss law, the proceeds from the enforcement of such security interest to be used to discharge the Restricted Obligations shall be limited to the amount of freely disposable equity (frei verwendbares Eigenkapital) (including, without limitation, any statutory reserves which can be transferred into unrestricted distributable reserves) of the Pledgor at the time of enforcement, as determined in accordance with Swiss law and Swiss accounting principles (the Swiss Maximum Amount), provided that this is a requirement under then applicable mandatory Swiss law and it is understood that such limitation shall not free the Pledgor from its obligations in excess of the Swiss Maximum Amount, but that it shall merely postpone the performance date of those obligations until such time or times as performance is again permitted.
b)Promptly after the enforcement of the security interest granted by the Pledgor under this Agreement (but in any event within not more than 30 Business Days after the relevant request having been made), the Pledgor shall (x) perform any obligations which are not affected by the above limitations, and (y) if and to the


extent required by Applicable Law applicable to the Pledgor or reasonably requested by the Collateral Agent:
(i)provide the Collateral Agent with an interim balance sheet audited by the statutory auditors of the Pledgor setting out the Swiss Maximum Amount and confirming that using the proceeds from the enforcement of such security interest to discharge the Restricted Obligations in an amount corresponding to the Swiss Maximum Amount is in compliance with the provisions of the applicable Swiss law;
(ii)convert restricted reserves into reserves freely available for distribution as dividends (to the extent permitted by mandatory Swiss law); and
(iii)take any further corporate and other action as may be required by law (such as board and shareholders' approvals and the receipt of any confirmations from the Pledgor’s statutory auditors) and other measures reasonably necessary to allow the Collateral Agent to use enforcement proceeds as agreed hereunder with a minimum of limitations.
c)In relation to the Restricted Obligations, the Pledgor shall (x) use its commercially reasonable efforts to ensure that enforcement proceeds can be used to discharge the Restricted Obligations without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to Applicable Law (including tax treaties) rather than payment of Swiss withholding tax; (y) to the extent such notification procedure is not available, the Collateral Agent undertakes to withhold from the enforcement proceeds of the Pledge an amount of Swiss withholding tax at the rate of 35 per cent. (or such other rate as is in force at that time), forward such amount to the Swiss Federal Tax Administration, within 10 Business Days after presentation by the Pledgor to the Collateral Agent of the relevant form of the


Swiss Federal Tax Administration, it being specified that the Pledgor shall fill in and prepare the relevant form of the Swiss Federal Tax Administration and submit it to the Collateral Agent for approval, which approval shall not be unreasonably withheld; (z) promptly after a deduction for Swiss withholding tax is made as required by Applicable Law, use its commercially reasonable efforts to ensure that any person which is entitled to a full or partial refund of the Swiss withholding tax deducted from such enforcement proceeds, is in a position to be so refunded and in case it has received any refund of the Swiss withholding tax, pay such refund to the Collateral Agent promptly upon receipt thereof.
d)If the enforcement of Restricted Obligations would be limited due to the effects referred to in this Clause 9, then the Pledgor shall (x) to the extent permitted by Applicable Law, revalue and/or realize any of the Pledgor’s assets that are shown on its balance sheet with a book value that is significantly lower than the market value of such assets, in case of realisation, however, only if such assets are not necessary for the Pledgor’s business (nicht betriebsnotwendig) and (y) reduce the Pledgor’s share/quota capital to the minimum allowed under then Applicable Law.
10.INDEPENDENT AND CONTINUING SECURITY
10.1This Agreement shall remain in full force and effect until complete satisfaction of the Secured Obligations. The Pledges shall not cease to exist if the Pledgor has only temporarily fulfilled the Secured Obligations.
10.2This Agreement shall create a continuing security for the payment, discharge and performance of all of the Secured Obligations and no change, amendment, or supplement whatsoever in the Note Purchase Agreement or the Finance Documents or in any document or agreement related to any of the Note Purchase Agreement or the Finance


Documents shall affect the validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it.
10.3This Agreement is independent from any other security or guarantee which may have been or will be given to the Collateral Agent. None of such other security shall prejudice, or shall be prejudiced by, or shall be merged in any way with this Agreement.
10.4The Pledgor hereby agrees that the security created pursuant to this Agreement shall not be affected by any transfer or assumption (for whatever reason) of the obligations owed by the Pledgor in connection with the Secured Obligations to, or by, any third party (Schuldübernahme). Sec. 418 BGB shall not be applicable in such case.
11.RELEASE (SICHERHEITENFREIGABE)
11.1In addition to release rights under the Finance Documents, upon complete and irrevocable satisfaction of the Secured Obligations, the Collateral Agent will, at the costs and expenses of the Pledgor, declare the release of the Pledges (Pfandfreigabe) to the Pledgor as a matter of record. For the avoidance of doubt, the Parties are aware that upon full and complete satisfaction of the Secured Obligations, the Pledges, due to their accessory nature (Akzessorietät), cease to exist by operation of German mandatory law.
11.2If the Collateral Agent is obliged to release all or part of the security granted under the Collateral due to mandatory German law and is requested to do so by the Pledgor prior to the full discharge of the Secured Obligations, the Collateral Agent may, at its sole discretion, determine which part of the security may be released.
12.WAIVER OF DEFENSES
The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to Sec. 1273 para 2, 1211 and 770 BGB as well


as any defenses based on defenses any other Note Party might have against any of the Secured Obligations (Einreden des Hauptschuldners) pursuant to Sec. 1211 para 1 sentence 1 alternative 1 BGB.
13.NO RECOURSE AGAINST THIRD PARTIES
Other than as permitted by the Note Purchase Agreement or the Finance Documents,
a)in deviating from Sec. 1225 BGB, no right of the Collateral Agent (or any of the Secured Parties) against any other Note Party shall pass to the Pledgor as a result of the enforcement of the Pledges. The Pledgor may not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or as a result of the enforcement of the collateral created under this Agreement:
(i)to be indemnified by another Note Party;
(ii)to claim any recourse from any other chargor of any Note Party's obligations under the Note Purchase Agreement or the Finance Documents;
(iii)to exercise any right of set-off against any other Note Party; and/or
(iv)to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Secured Parties under the Note Purchase Agreement or the Finance Documents or of any other agreement or of any other guarantee or collateral taken pursuant to, or in connection with, the Note Purchase Agreement or the Finance Documents by any Secured Party;


b)The Pledgor furthermore hereby waives (by way of an agreement in favor of the Collateral Agent pursuant to Sec. 328 BGB) any contractual and/or statutory damage and/or reimbursement claims (Schadensersatz- und Aufwendungsersatzansprüche) against any other Note Party it may have in case of realization and/or satisfaction of any of the Secured Obligations. For the avoidance of doubt, the Pledgor shall not be entitled to demand an assignment of the Secured Obligations to it;
c)If the Pledgor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution on trust for the Secured Parties to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Note Parties under or in connection with the Note Purchase Agreement or the Finance Documents to be repaid in full and shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may direct for application in accordance with the instructions of the Secured Parties;
d)With effect from an enforcement of a pledge granted over the shares in any member of the Group under any Note Purchase Agreement or the Finance Documents (each a "Disposed Entity"), the Pledgor hereby irrevocably waives any rights which may pass to it by subrogation (e.g. pursuant to Sec. 1225 BGB) or otherwise, including any claim for recourse, damage or other reimbursement claim against the Disposed Entity. The Collateral Agent hereby accepts such waiver;
until the Secured Obligations have been finally, but not only temporarily, satisfied and discharged in full


14.COSTS AND EXPENSES
The Pledgor shall bear the costs of the notarization of this Agreement.
15.ASSIGNMENT
15.1This Agreement shall be binding upon the Parties and their respective successors in law.
15.2If and when the pledges created hereunder have been transferred to a third party by operation of law due to a transfer of the Secured Obligations in accordance with the Note Purchase Agreement or the Finance Documents, the Collateral Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to such third party in accordance with the Note Purchase Agreement or the Finance Documents, provided that the assignee accepts to be bound by the terms of this Agreement. The Pledgor hereby explicitly and irrevocably consents to such assignment or transfer.
15.3The Pledgor shall not assign or transfer any of its rights, claims or obligations under or in connection with this Agreement.
16.PARTIAL INVALIDITY
16.1The Parties agree that should at any time any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity, legality or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue (darlegen) and prove (beweisen) the Parties' intent to uphold this Agreement even without the void, invalid or ineffective provisions.


16.2The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.
17.CONFLICTS
In the event of any conflict or inconsistency between the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, and the terms of this Agreement, the terms of the Note, the Note Purchase Agreement and the Intercreditor Agreement, as applicable, shall prevail and override anything in this Agreement to the contrary, save if and to the extent that the application of any such terms or any reference to such documents in this Agreement would affect the validity, ranking, priority or enforceability of the Pledges created under this Agreement.
18.AMENDMENTS
Changes and amendments to this Agreement (including to this Clause 18 (Amendments)) must be made in writing, unless notarial form is required by mandatory law.
19.WAIVERS
No failure or delay by the Collateral Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Note Purchase Agreement or the Finance Documents shall not limit or exclude any statutory legal remedies.


20.NOTICES AND THEIR LANGUAGE
20.1Contact details
All notices and communications under or in connection with this Agreement shall be in writing and shall be delivered by letter, posted or delivered by hand, or fax or email. Each notice or communication shall be given to the relevant Party at the address or fax number or email address and marked for the attention of the person(s) or department from time to time specified in writing by that Party to the other. The initial address, fax number, email address and person(s) or department so specified by each Party are set out below:
For the Pledgor:Li-Cycle Europe AG
Address:Neuhofstr. 6
6340 Baar, Switzerland
Fax:n/a
E-mail:[XXX], [XXX]
Attention:Jens Emrich
For the Pledged Company:Li-Cycle Germany GmbH
Address:Lange Göhren 4
39171 Sülzetal, Germany
Fax:n/a
E-mail:[XXX], [XXX], [XXX]
Attention:Peter Durr and Jens Emrich


with a copy to:
Address: Freshfields Bruckhaus Deringer LLP 3 World Trade Center 175 Greenwich Street New York, New York 10007
E-mail: [XXX], [XXX]
Attention: Andrea M. Basham, Allison R. Liff


For the Collateral Agent:Glencore Canada Corporation
Address:100 King Street West, Suite 6900. Toronto, ON, M5X 1E3
Fax:n/a
E-mail:[XXX]
Attention:Legal Department
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
Address:767 Fifth Avenue
New York, NY 10153
E-mail:[XXX], [XXX], [XXX], [XXX]
Attention:David Avery Gee, Heather Emmel, Nitin Konchady, Justin Lee
and:Glencore International AG
Address:Baarermattstrasse 3
CH-6340, Switzerland
E-mail:[XXX]
Attention:General Counsel
and:Glencore Ltd.
Address:330 Madison Ave.
New York, NY 10017
E-mail:[XXX]
Attention:Legal Department



20.2English language
a)Any notice given under or in connection with this Agreement must be in English.
b)All other documents provided under or in connection with this Agreement must be in English, or, if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
21.GOVERNING LAW; JURISDICTION
a)It is the common understanding of the Parties, that this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.
b)The courts of Frankfurt am Main shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (each a "Dispute").
c)Sub-paragraph b) is for the benefit of the Collateral Agent only. As as result, the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.
22.NOTIFICATION OF PLEDGES
22.1Notice to the Pledged Company
The Pledgor and the Collateral Agent hereby notify the Pledged Company of this Agreement and the Pledges pursuant to Clause 2 (Pledge).


22.2Acknowledgement and acceptance by the Pledged Company
The Pledged Company signs this Agreement in acknowledgement and acceptance of the Pledges and the notice pursuant to Clause 22.1 (Notice of the Pledged Company).
23.CONSENT OF THE PLEDGOR AND THE PLEDGED COMPANY
The Pledgor and the Pledged Company herewith expressly consent to the Pledges and, upon the occurrence of an Enforcement Event, to the realization of any such Pledges, including by sale and transfer of the shares in the Pledged Company as a result of or in connection with an enforcement of the Pledges in accordance with Clause 8 (Enforcement).



Notarial Advices
The Notary advised the persons appearing that
•a pledge is a security instrument of strictly accessory nature, meaning that (i) a pledge will not become effective prior to the valid creation and existence of the respective right or claim to be pledged and only if and to the extent that and as long as the underlying secured claims do in fact exist and the nexus (Verknüpfung) between the secured claims and the pledge is not dissolved, (ii) the creditors of the secured claims and the pledgees must be identical, and (iii) a person not being a party to this notarial Deed may only become a pledgee if mandatory provisions of German law are respected;
•the pledge ceases by law if the secured claims are novated;
•the company’s articles of association may contain restrictions on the transfer or pledging of shares and the transfer of claims from the corporate relationship;
•outside of Section 16 para. 3 of the German Act on Limited Liability Companies (GmbHG) there is no good faith acquisition of a pledge or a specific rank for a pledge, meaning that the pledgee is not protected, if the shares pledged do not exist or have been transferred to a third party prior to the pledge or have been encumbered in favour of a third party;
•the company may make payments to the shareholder in respect of claims that have been pledged in connection with the pledged shares arising from the corporate relationship with discharging effect as long as the company has not become aware of the pledge;
•the parties hereto are, by operation of law, jointly and severally liable with respect to the payment of all notarial fees; any provisions in this Deed that deviate from this shall only apply in the internal relationship between the parties;
•the English language original version of this Deed will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes;
•foreign - not German - law may apply to the declarations the persons appearing agreed upon within this Deed and that the Notary does not have knowledge of the foreign law and that he therefore cannot advise upon it;
•he is unaware of the tax situation of the parties and that he did not check the tax consequences of this Deed and that, if required, the parties should seek the advice of an auditor or a tax adviser before the execution of this Deed.



The persons appearing furthermore agreed to the dispatch of this Deed also via email.
This Deed was read aloud to the persons appearing by the Notary and was approved by the persons appearing and signed by them and the Notary in their own hands as follows:
/s/ Esteban Hagedorn Belmar
/s/ Daniel Reich
/s/ Aurélio de Sousa



POWER OF ATTORNEY
THIS POWER OF ATTORNEY (Vollmacht) is granted by
Li-Cycle Germany GmbH
a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under registration number HRB 32081 (the Grantor).
The Grantor hereby appoints each of:
Dr. Mario Hüther

Katharina Trompler
Dr. Michael Josenhans

Sazan Isufi
Andreas Ruthemeyer

Naomi Gabriela De Leon Muratalla
Nina Heym

Varvara Dikikh
Alexander Pospisil

Esteban Hagedorn Belmar
Dr. Andreas Thümmler

Tim Gabersek
Vanessa Steiner

Sylvie Günther
Christina Banz

Jennifer Adelsberger
Dr. Dennis Chinnow

Jane Eastwood
Marlin Jürgens
and
Brigitte Heidt
Hannes Butz

Inga Lekhtser
Laura Korndörfer


Dr. Lucas Lengersdorf


Dr. Matthis Grenzer


Alexander Bräuer


Aleksandar Djurdjevic


Hanna Rieß


Karl Kuhn


all of the aforementioned with business address at:

Freshfields Bruckhaus Deringer
Rechtsanwälte Steuerberater PartG mbB
Bockenheimer Anlage 44
60322 Frankfurt am Main

individually as its attorney-in-fact (Vertreter) (each of them an Attorney, together the Attorneys),


in connection with, (i) an amended and restated note purchase agreement dated 25 March 2024 between, among others, Li-Cycle Holdings Corp., Glencore plc, Glencore Canada Corporation as the purchaser and collateral agent (the Collateral Agent) (the Note Purchase Agreement); (ii) a senior secured convertible note issued on 25 March 2024 by Li-Cycle Holdings Corp. as the issuer to the Collateral Agent, for the benefit of the Secured Parties (as defined therein) (the Note); (iii) a note guaranty dated 25 March 2024 issued by among Subsidiaries of the Issuer (as defined in the Note) as note guarantors and the Collateral Agent (the Note Guaranty); and (iv) a joinder agreement dated on or about the date hereof by and among Li-Cycle Germany GmbH and Glencore Canada Corporation as the purchaser (the Joinder Agreement).
to execute for and on behalf of the Grantor:
1.a German law governed share pledge agreement between Glencore Canada Corp. as collateral agent and Li-Cycle Europe AG as a pledgor over the shares in the Grantor; and
2.any other document which the Attorney considers necessary and/or beneficial in connection with the Note Purchase Agreement, the Note, the Note Guaranty or the Joinder Agreement and the document listed under no. 1. above, including without limitation, any notice of pledge,
in each case, in the form and as many documents as deemed appropriate by the Attorney (together, the Transaction Documents).
The Grantor further authorises each of the Attorneys individually:
(a)to perform and execute for and on behalf of the Grantor any act and make and receive any declaration deemed necessary or appropriate by the Attorney in connection with the Transaction Documents (or any of them); and
(b)to agree the terms of and execute any amendments, confirmations or additions to each and any of the Transaction Documents which any of the Attorneys may, in his/her sole discretion, approve.
The Grantor will indemnify each Attorney and keep each Attorney indemnified against any and all costs, claims and liabilities which that Attorney may incur as a result of anything done by the Attorney in the exercise of any powers conferred, or purported to be conferred, on him/her by this Power of Attorney, except to the extent arising from gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of any Attorney.
Each Attorney is released from the restrictions of Sec. 181 German Civil Code and/or equivalent or similar restrictions in other jurisdictions.


Each Attorney is authorised to grant sub-powers of attorney to public notaries and notarial staff members, such including any release from the restrictions of Sec. 181 German Civil Code and/or equivalent or similar restrictions in other jurisdictions.
The Grantor hereby waives any claim it may have against any of the Attorneys for any action done or omitted in connection with this Power of Attorney, except for cases of gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of such Attorney.
Any changes to the date of execution of, the amounts of the facilities made available under or any changes to the parties to the Finance Documents or the Transaction Documents shall not affect the validity or scope of this Power of Attorney.
Should any provision of this Power of Attorney be or become void (nichtig), invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this Power of Attorney and any invalid or unenforceable provision shall be deemed replaced by such valid and enforceable provision that in legal and economic terms comes closest to what the Grantor intended or would have intended in accordance with the purpose of this Power of Attorney.
This Power of Attorney shall be governed by, and shall be construed in accordance with, German law.
This Power of Attorney expires on 31 December 2024, 24:00 hrs.



***INTENTIONALLY LEFT BLANK***


Li-Cycle Germany GmbH
acting by


/s/ Frank Pommerenke


/s/ Udo Schleif
Frank PommerenkeUdo Schleif
Managing Director (Geschäftsführer)
Managing Director (Geschäftsführer)


Place / Date:28 May2024



POWER OF ATTORNEY
THIS POWER OF ATTORNEY (Vollmacht) is granted by
Li-Cycle Europe AG
a stock corporation organised under the laws of Switzerland and registered in the commercial register of Zug (Handelsregister des Kantons Zug) under registration number CHE-276.781.098 (the Grantor).
The Grantor hereby appoints each of:
Dr. Mario Hüther

Varvara Dikikh
Dr. Michael Josenhans

Esteban Hagedorn Belmar
Andreas Ruthemeyer

Tim Gabersek
Nina Heym

Sylvie Günther
Alexander Pospisil

Jennifer Adelsberger
Dr. Andreas Thümmler

Jane Eastwood
Vanessa Steiner

Brigitte Heidt
Christina Banz

Inga Lekhtser
Dr. Dennis Chinnow


Marlin Jürgens
and

Hannes Butz


Laura Korndörfer


Dr. Lucas Lengersdorf


Dr. Matthis Grenzer


Alexander Bräuer


Aleksandar Djurdjevic


Hanna Rieß


Karl Kuhn


Katharina Trompler


Sazan Isufi


Naomi Gabriela De Leon Muratalla


all of the aforementioned with business address at:

Freshfields Bruckhaus Deringer
Rechtsanwälte Steuerberater PartG mbB
Bockenheimer Anlage 44
60322 Frankfurt am Main

individually as its attorney-in-fact (Vertreter) (each of them an Attorney, together the Attorneys),


in connection with, (i) an amended and restated note purchase agreement dated 25 March 2024 between, among others, Li-Cycle Holdings Corp., Glencore plc, Glencore Canada Corporation as the purchaser and collateral agent (the Collateral Agent) (the Note Purchase Agreement); (ii) a senior secured convertible note issued on 25 March 2024 by Li-Cycle Holdings Corp. as the issuer to the Collateral Agent, for the benefit of the Secured Parties (as defined therein) (the Note); (iii) a note guaranty dated 25 March 2024 issued by among Subsidiaries of the Issuer (as defined in the Note) as note guarantors and the Collateral Agent (the Note Guaranty); and (iv) a joinder agreement dated on or about the date hereof by and among Li-Cycle Germany GmbH and Glencore Canada Corporation as the purchaser (the Joinder Agreement).
to execute for and on behalf of the Grantor:
1.a German law governed share pledge agreement between Glencore Canada Corp. as collateral agent and the Grantor as a pledgor over the shares in Li-Cycle Germany GmbH; and
2.any other document which the Attorney considers necessary and/or beneficial in connection with the Note Purchase Agreement, the Note, the Note Guaranty or the Joinder Agreement and the document listed under no. 1. above, including without limitation, any notice of pledge,
in each case, in the form and as many documents as deemed appropriate by the Attorney (together, the Transaction Documents).
The Grantor further authorises each of the Attorneys individually:
(a)to perform and execute for and on behalf of the Grantor any act and make and receive any declaration deemed necessary or appropriate by the Attorney in connection with the Transaction Documents (or any of them); and
(b)to agree the terms of and execute any amendments, confirmations or additions to each and any of the Transaction Documents which any of the Attorneys may, in his/her sole discretion, approve.
The Grantor will indemnify each Attorney and keep each Attorney indemnified against any and all costs, claims and liabilities which that Attorney may incur as a result of anything done by the Attorney in the exercise of any powers conferred, or purported to be conferred, on him/her by this Power of Attorney, except to the extent arising from gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of any Attorney.
Each Attorney is released from the restrictions of Sec. 181 German Civil Code and/or equivalent or similar restrictions in other jurisdictions.
Each Attorney is authorised to grant sub-powers of attorney to public notaries and notarial staff members, such including any release from the restrictions of Sec. 181 German Civil Code and/or equivalent or similar restrictions in other jurisdictions.


The Grantor hereby waives any claim it may have against any of the Attorneys for any action done or omitted in connection with this Power of Attorney, except for cases of gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of such Attorney.
Any changes to the date of execution of, the amounts of the facilities made available under or any changes to the parties to the Finance Documents or the Transaction Documents shall not affect the validity or scope of this Power of Attorney.
Should any provision of this Power of Attorney be or become void (nichtig), invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this Power of Attorney and any invalid or unenforceable provision shall be deemed replaced by such valid and enforceable provision that in legal and economic terms comes closest to what the Grantor intended or would have intended in accordance with the purpose of this Power of Attorney.
This Power of Attorney shall be governed by, and shall be construed in accordance with, German law.
This Power of Attorney expires on 31 December 2024, 24:00 hrs.
***INTENTIONALLY LEFT BLANK***


Li-Cycle Europe AG
acting by


/s/ Elewout Steven J. Depicker


/s/ Udo Schleif
Elewout Steven J. DepickerUdo Schleif
DirectorDirector


Place / Date:28 May2024







POWER OF ATTORNEY
dated May 21, 2024

Glencore Canada Corporation
(“Principal”),
having its registered seat in Toronto, Ontario, registered with the Ontario Business Registry under Ontario Corporation Number (OCN) 1947729 hereby authorizes the following persons

Jannik Duttlinger
Markus Henrich
Melina Husic
Dr. Cornelia Kirchbach-Lecht
Sebastian Klein
Mario Kuhn
Hans-Christian Mick
Nicholas Nökker
Alexander Reich
Daniel Reich
Carina Sohn
Natascha Späth
Clarissa Tran
Alexander Rothstein

each with business address at

Weil, Gotshal & Manges LLP
Taunusanlage 1 (Skyper)
60329 Frankfurt am Main

Thomas Zimmermann
Eva Barthelmann
Enes Cinar
Laura Kirchberger
Benjamin Köpple
Fabian Kraupe
Alexia Kuhnmünch
Silvia Lengauer
Daniel Matijevic
Lucas Ottowitz
Dr. Christopher Schletter
Laurin Schmidt
Severin Scholz
Maria Teodorescu
WEIL:\99698447\11\48555.0006
Error! Unknown document property name./1 176283-0028


Carolin Vettermann
Alexander Baumgarten
Alexander Stahl
Amelie Marie Zabel
Victoria Morasch

each with business address at

Weil, Gotshal & Manges LLP
Maximilianhöfe
Maximilianstraße 13
80539 München

(collectively the “Representatives”), each individually to represent the Principal in negotiations, the conclusion, the amendment and the execution of:
(i)a share pledge agreement among Li-Cycle Europe AG as pledgor, Li-Cycle Germany GmbH as pledged company and the Principal as collateral agent relating to the pledge over the shares in Li-Cycle Germany GmbH (the “Share Pledge Agreement”); and
(ii)any other agreement and/or document to be entered into and executed by the Principal in connection with the Note Purchase Agreement (as defined below) (the “Additional Documents” and, together with the Share Pledge Agreement, the “Transaction Agreements”)
in connection with the note purchase agreement dated March 11, 2024 (as amended, restated on March 25, 2024, as amended, restated, extended or otherwise modified from time to time, the “Note Purchase Agreement”) and entered into by and among, inter alias, the Li-Cycle Holdings Corp. (the “Company”) and the Principal as purchaser and collateral agent, in which the Company has issued and sold to the Principal the senior secured convertible note due five years from the closing date (as defined therein) in the aggregate amount of USD 75,000,000 in accordance with the terms and conditions set forth therein.
This power of attorney includes the authority to execute all procedural acts and agreements including reference deeds and amendments to the Transaction Agreements as well as to make and receive declarations and notices vis-à-vis any party to the Transaction Agreements or third parties (including, in particular, a notary), governmental authorities and courts in connection with the aforementioned measures which the Representatives may deem necessary or useful, including, the conclusion of further agreements which in their view are necessary, required, useful or appropriate in connection with the entering into and execution of the aforementioned documents.
This power of attorney includes the authority to approve all declarations within the scope of the measures referred to above made by an agent on behalf of the Principal without power of attorney, also if made prior to the date of this power of attorney.
If and to the extent that the Representatives and/or the Sub-Delegates (as defined below) have already made any statements or taken any other actions which fall within the scope of this power of attorney, such statements or actions are hereby approved.
47

Each of the Representatives is hereby released from the restrictions of Sec. 181 German Civil Code (BGB). This provision, when translated into the English language, provides as follows:
“A representative cannot, unless otherwise authorized, enter into a transaction on behalf of his principal with himself in his own name or in his capacity as representative of a third party, unless the transaction exclusively comprises the fulfillment of an obligation.”
Each of the Representatives is entitled to delegate this power of attorney to sub-delegates (the “Sub-Delegates”) and to release the Sub-Delegates from the restrictions of Sec. 181 German Civil Code (BGB).
In case of doubt, this power of attorney shall be construed broadly.
Any liability of the Representatives and/or the Sub-Delegates shall be excluded, and the Principal hereby undertakes to indemnify the Representatives and/or the Sub-Delegates against all costs, claims, expenses and liabilities which may be incurred by any of the Representatives and/or the Sub-Delegates, in each case in connection with the exercise of the rights granted under this power of attorney.
This power of attorney shall expire on August 31, 2024.
This power of attorney is governed by German law.

[Rest of page left blank intentionally – signature page to follow]

48

Glencore Canada Corporation
By:


/s/ Adam Luckie
Name:Adam Luckie
Title:Authorised Signatory

49
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.



EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of July 17, 2024.
BETWEEN:
LI-CYCLE CORP., a corporation existing under the laws of the Province of Ontario, Canada,
(hereinafter called the “Corporation”)
OF THE FIRST PART,
- and -
CRAIG CUNNINGHAM, of the City of Burlington, in the Province of Ontario, Canada
(hereinafter called the “Executive”)
OF THE SECOND PART.
WHEREAS the Executive was appointed as Interim Chief Financial Officer effective March 26, 2024 and currently provides services under a consulting agreement with a third party;
AND WHEREAS the parties wish for the Executive to assume a regular, full-time role with the Corporation and to serve as Chief Financial Officer of the Corporation and its ultimate parent, Li-Cycle Holdings Corp. (NYSE: LICY) (“LICY”), effective July 20, 2024, or such other date as mutually agreed to by the parties (the “Effective Date”);
AND WHEREAS the Corporation and the Executive wish to enter into this executive employment agreement (the “Agreement”) to record the terms and conditions upon which the Executive will be employed by the Corporation from and after the Effective Date;
AND WHEREAS the Corporation is only willing to enter into this Agreement on the basis that the Executive shall observe the terms and conditions of this Agreement, including but not limited to the restrictive covenants set out in Section 6 of this Agreement, which have been negotiated in good faith and which the Executive acknowledges as being reasonable given the nature of the Executive’s position pursuant to this Agreement;
AND WHEREAS the Executive acknowledges and agrees that there has been no inducement by the Corporation or its employees, representatives or agents in respect of the Executive’s recruitment for employment with the Corporation, or any promise or representation of any term or condition of employment by or on behalf of the Corporation that is not otherwise contained in this Agreement;

    - 2 -
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
1.EMPLOYMENT
1.1Position
The Executive shall hold the position of Chief Financial Officer of each of LICY and the Corporation. The Executive shall report to the President and Chief Executive Officer of LICY (who is also the President and Chief Executive Officer of the Corporation) (the “CEO”) and shall carry out such duties, responsibilities, activities and functions and exercise such authority and powers as are customary for a chief financial officer of a public company within the Corporation’s industry, as from time to time assigned to the Executive by the CEO.
The Executive acknowledges and agrees that, by virtue of the Executive’s position and office, the Executive occupies a position of fiduciary trust and confidence. Therefore, the Executive agrees to serve the Corporation in a manner which is consistent with the Executive’s fiduciary duties, including the highest standards of loyalty, confidentiality, good faith and the avoidance of conflicts of duty and self-interest.
1.2Other Offices & Directorships
During the Executive’s employment with the Corporation, the Executive agrees to serve as a director or officer of any subsidiaries or affiliates of LICY or other entities where requested by the CEO or as necessary or appropriate in connection with the performance by the Executive of the Executive’s duties. The Executive acknowledges that, to the extent the Executive serves as a director or officer of any such entity, the Executive will do so without any additional remuneration but will be entitled to receive a suitable indemnity for any personal liability arising out of such director or officer duties.
1.3Time to be Devoted
During the Executive’s employment hereunder, the Executive shall devote the Executive’s full working time and attention to the business and affairs of the Corporation.
The Executive shall not, directly or indirectly, render services to any person, other than (a) services with regard to charitable or community service organizations and (b) any board member or advisor positions that have been approved in advance by the CEO (or as otherwise required by the policies of the Corporation from time to time). The Executive agrees to disclose to the CEO from time to time any and all (a) charitable or community service activities or (b) board member or advisor activities with which the Executive is involved which could or which may have a conflict of interest with the Corporation’s business, strategy and activities or be in breach of the restrictive covenants contained in Section 6.
Subject to the above restrictions, the Executive is permitted to continue to act as a board member or advisor for those organizations listed in Schedule "A” (Permitted Charitable, Community & Other

    - 3 -
Activities), and the Executive hereby represents and warrants that, as of the date of this Agreement, in doing so, the Executive will not be engaged in any activities which could or may have a conflict of interest with the Corporation’s business, strategy and activities, and that the Executive will not be in breach of the restrictive covenants contained in Section 6.
1.4Employment Obligations
During the continuance of the Executive’s employment hereunder, the Executive shall well and faithfully serve the Corporation, and its subsidiaries and affiliates, to the best of the Executive’s ability in a competent and professional manner (including without limitation by submitting to the Corporation all reports and other communications whenever the same may reasonably be required by the Corporation) and shall use the Executive’s best efforts to promote the interests of the Corporation and act at all times in the best interests of the Corporation. The Executive shall observe and comply in all respects with all applicable statutes, rules and regulations, and all requirements of all applicable regulatory, self-regulatory and administrative bodies, together with the lawful policies, procedures and codes of conduct established by the Corporation and in effect from time to time. The Executive acknowledges having been given access to such policies, procedures and codes of conduct in advance of executing this Agreement (including without limitation the “Code of Business Conduct and Ethics” in effect as of the date of this Agreement).
1.5Directors and Officers’ Liability Insurance; Indemnification Agreement
The Executive will be covered by directors’ and officers’ liability insurance, subject to and in accordance with the terms and conditions of the applicable policy in place and as amended from time to time, which will be established and maintained by the Corporation at its expense. The insurance policies to be maintained by the Corporation under this provision may contain exclusions from coverage in respect of negligence or mala fides acts on the part of the Executive.
The Corporation’s ultimate parent, LICY, has entered into a Director and Officer Indemnification Agreement with the Executive in LICY’s standard form, dated March 26, 2024, pursuant to which LICY provides the Executive with contractual assurance of indemnification against personal liability arising out of the Executive’s employment with the Corporation. A copy of such agreement is attached hereto as EXHIBIT “B”.
1.6Place of Employment
The Executive shall provide the Executive’s duties and services to the Corporation principally at its head office in Toronto, Ontario (the “Place of Employment”) and at such other place or places as are necessary to carry out the Executive’s duties. The Executive acknowledges that travel is required in this position.
1.7Lawful Eligibility to Work in Canada
This Agreement and the Executive’s employment with the Corporation hereunder are conditional upon the Executive’s lawful eligibility to work in Canada at all times during the Term of this Agreement, with responsibility for maintaining such lawful eligibility status resting solely with the

    - 4 -
Executive. A failure to maintain lawful eligibility to work in Canada at any point during the Term shall result in the termination of the Executive’s employment pursuant to subsection 5.1(c) (by the Corporation for Cause).
2.TERM OF EMPLOYMENT
2.1Term
The employment of the Executive with the Corporation and this Agreement will commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the terms of this Agreement (the “Term”).
3.REMUNERATION
3.1Base Salary
During the Term, the Executive shall be paid a base salary of USD$400,000 per annum (the “Base Salary”). The Base Salary shall be paid in Canadian dollars, less applicable statutory deductions and withholdings (including without limitation with respect to income taxes), group benefit premiums and other lawful and applicable amounts, in accordance with the Corporation’s standard payroll practices and schedule in effect from time to time. The conversion of USD to CAD amounts for payroll processing shall be calculated by the Corporation based on a current exchange rate for USD to CAD selected by the Corporation in its discretion prior to the date of payment. The Base Salary may be revised from time to time at the sole discretion of the Corporation, in which case the revised amount shall be communicated in writing to the Executive with a prescribed effective date and thereafter be treated as the Base Salary for the purposes of this Agreement; provided, however, that the Base Salary can only be reduced in the event that either: (a) the Executive has agreed in writing to such reduction, or (b) it is made in conjunction with a salary reduction being imposed upon all similarly situated executives of the Corporation.
3.2On-Hire Equity Award
Upon commencement of employment, the Executive will be eligible for a special equity award (the “On-Hire Equity Award”), in an amount (if any, and not to exceed the Base Salary) to be determined by the Board of Directors (upon recommendation of the Compensation Committee). The On-Hire Equity Award (if any) will be subject to the terms and conditions of LICY’s 2021 Incentive Award Plan, as amended and restated from time to time (the “2021 Incentive Award Plan”) and will be evidenced by, and are conditional upon the Executive’s acceptance of, a written agreement between LICY and the Executive. It is anticipated that the On-Hire Equity Award will be granted by the Board at the next quarterly meeting of the Board following the Effective Date.
3.3Annual Short-Term Incentive Plan Award
During the Term, the Executive shall have the opportunity to earn an annual cash award (the “STIP Award”) under LICY’s short-term incentive plan (“STIP”) in respect of each financial year of the Corporation. The STIP Award will be payable following the completion of each financial year, at such time and in such amount as may be determined by the Board of Directors of LICY (the “Board”) from

    - 5 -
time to time based on the achievement of certain corporate and/or individual “key performance indicators”. The target amount of the STIP Award to which the Executive may be entitled in respect of a financial year (the “STIP Target”), as well as any terms and conditions applicable to the STIP Award, will be established by the Board prior to the commencement of such financial year. The Executive acknowledges that: (a) the terms of the STIP (including the STIP Target) may change at the discretion of the Board from year to year; (b) the value of a STIP Award in one year does not guarantee the value of a STIP Award in subsequent years; (c) a STIP Award is not earned for any purpose until the date of payment of the same; and (d) unless expressly set out otherwise in this Agreement or in a STIP Award document provided by the Corporation to the Executive from time to time, the Executive must be actively employed on the date that the STIP Award is paid by the Corporation in order to be eligible to earn and receive the STIP Award.
For all purposes relating to STIP Awards, the Executive shall be considered to be “actively employed” from the Effective Date until the last day on which the Executive provides service to the Corporation as a result of the termination of the Executive’s employment for any reason, and shall expressly include any minimum period of statutory notice (pursuant to applicable employment standards legislation) or period of working notice of termination, but shall expressly exclude any period of unauthorized leave of absence and any period of non-working, non-statutory notice of termination, whether contractual or at common law and without regard to whether the Executive is provided with any form of compensation, notice or severance in respect of that period.
For the 2024 financial year (“FY 2024”), the Executive’s STIP Target shall be 70% of Base Salary and the STIP Award shall be pro-rated to reflect service in FY 2024.
3.4Annual Long-Term Incentive Plan Award
During the Term, the Executive will be eligible to receive an annual award under the equity-based long-term incentive plans offered by LICY from time to time to its executive officers generally (the “LTIP Award”), in the manner and to the extent authorized by the Board, in its sole discretion. The target amount of the LTIP Awards to which the Executive may be entitled in respect of a financial year (the “LTIP Target”) will be established by the Board in relation to each financial year during the Term.
For the 2024 financial year, the Executive’s LTIP Target will be 75% of the Base Salary pro-rated to reflect service from and after the Effective Date in FY 2024. The LTIP Award will be payable as to 50% in restricted share units (“RSUs”) and as to 50% in Performance Share Units (“PSUs”), accordance with the plan design for FY 2024.
The LTIP Award for FY 2024 will be subject to the terms and conditions of LICY’s 2021 Incentive Award Plan, as amended and restated from time to time (the “2021 Incentive Award Plan”) and will be evidenced by, and is conditional upon the Executive’s acceptance of, a written agreement

    - 6 -
between LICY and the Executive. It is anticipated that the Executive’s LTIP Award for FY 2024 will be granted by the Board at the next quarterly meeting of the Board following the Effective Date.
3.5Executive Share Ownership Requirements
The Executive acknowledges that the Executive is subject to LICY’s executive share ownership requirements which, as at the date of this Agreement, provide that the executive officers of LICY are required to maintain an equity interest in LICY (through the ownership of common shares or similar instruments such as options and RSUs) with a value equal to or exceeding two times (2x) Base Salary within five (5) years of the Effective Date. The Executive’s equity interest in LICY shall be assessed by the Corporation on an annual basis. The Executive undertakes to comply with LICY’s executive share ownership requirements, as such requirements may be amended from time to time by the Board at its discretion. In the event that the value of the Executive’s equity interest is less than the prescribed amount, the Executive agrees to: (a) hold any common shares of LICY delivered on the settlement of RSUs or reinvest the after-tax value of any cash-settled RSUs in common shares of LICY, and/or (b) hold the post-exercise value of any vested share options in common shares LICY.
3.6Clawback
By signing this Agreement, the Executive acknowledges and confirms that the Executive has received a copy of the Corporation’s Executive Compensation Clawback Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Clawback Policy”), and that the Clawback Policy will apply both during and after the Executive’s employment with the Corporation. Further, by signing this Agreement, the Executive agrees to abide by the terms of the Clawback Policy, including by returning any Excess Awarded Compensation (as defined in the Clawback Policy) to the Corporation to the extent required by, and in a manner permitted by, the Clawback Policy and/or by executing a written wage deduction authorization in a form provided by the Corporation in connection with Excess Awarded Compensation. In the event of any inconsistency between the Clawback Policy and the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid to or by the Executive, the terms of the Clawback Policy shall govern to the full extent permitted by applicable laws.
In addition, the Board may, in its sole discretion, to the full extent permitted by governing law and to the extent it determines that it is in the Corporation’s best interest to do so, require the reimbursement of all or a portion of any performance-based incentive compensation awarded to the Executive after each financial year, if wrongdoing after the Effective Date has occurred including without limitation in the following circumstances:
(a)LICY or the Corporation is required to restate its financial statements;
(b)the Executive engaged in gross negligence, intentional misconduct or fraud that caused or partially caused the need for the restatement; and/or

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(c)the amount of the performance-based compensation that would have been awarded to, or the profit realized by, the Executive had the financial results been properly reported would have been lower than the amount actually awarded or received.
3.7Acknowledgement of Compensation Program and Plans
The Executive has been provided under separate cover a copy of the FY 2024 STIP and the 2021 Incentive Award Plan and understands and accepts each of the terms and conditions thereof. The Executive understands that the awards referenced in Subsections 3.2 (Annual STIP Award) and 3.3 (Annual LTIP Award) (collectively, the “Awards”) are subject to the terms of LICY’s long-term incentive award plans and the relevant agreements governing the Awards, in place and as amended from time to time.
3.8Annual Review of Remuneration
The Executive’s total annual compensation package (including Base Salary, STIP Target and LTIP Target) will be reviewed at least on an annual basis, normally at each financial year end, and may be increased from time to time at the discretion of the Board. The Executive acknowledges that LICY has implemented a policy pursuant to which LICY will disclose its approach to executive compensation to its shareholders for the purpose of an annual non-binding advisory vote (the “Say-on-Pay Vote”). LICY will disclose the results of the Say-on-Pay Vote as part of its report on voting results for each annual meeting of the shareholders and the Board will, subject to its ultimate discretion, take the results into account, as appropriate, for the purpose of considering future compensation policies, procedures and decisions.
3.9Taxes, Duties and Fees
The Executive will be responsible for compliance with all applicable tax laws and regulations and for the payment of all income taxes, property taxes, custom duties, fees, licenses and other taxes imposed on the Executive by any authorities, whether in Canada, the United States or elsewhere.
3.10Tax Preparation and Financial Planning Services
Upon provision of invoice(s) satisfactory to the Corporation, the Corporation will reimburse the Executive up to a maximum of USD$5,000 (exclusive of applicable sales taxes, including HST) per calendar year with respect to income tax preparation and/or financial planning services with a licensed service provider of the Executive’s selection, in respect of any taxation year in which the Executive receives employment-related income from the Corporation arising under this Agreement, regardless of termination of employment. This reimbursement is considered a taxable benefit.
3.11No Guarantee of Employment
The Corporation’s award to the Executive of remuneration pursuant to this Article 3 shall not constitute a guarantee of continued employment.

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4.BENEFITS
4.1Executive Benefit Plans and Perquisites
During the Term, the Executive shall be entitled to participate in the Benefit Plans and Perquisites (as such terms are defined in Schedule “B”) instituted by the Corporation from time to time which are generally made available to executive officers of the Corporation resident in Canada, all subject to and in accordance with the terms and conditions thereof, and as such may be amended from time to time (collectively, the “Executive Plans”). For FY 2024, a summary of the Executive Plans is set forth in Schedule B (Executive Plans) hereto. The Corporation is entitled to change, replace or cancel the Executive Plans, or any of them, at any time during the Term, without notice or compensation to the Executive, provided that any such change is generally applicable to the Canadian-resident executive officers of the Corporation.
4.2RRSP
During the Term, the Corporation will match the Executive’s Registered Retirement Savings Plan (“RRSP”) contributions, up to the applicable annual Canada Revenue Agency RRSP Money Purchase Limit (i.e., CAD$31,560 for 2024) for the financial year, with such matching amount not to exceed six percent (6%) of Base Salary (pro rated to reflect service in the financial year). RRSP deductions will be made in line with payroll, commencing on the Effective Date, and contributed directly to the Executive’s RRSP account with Li-Cycle.
4.3Reimbursement for Business Expenses
The Executive shall be reimbursed for all reasonable business, travel and other out-of-pocket expenses actually and properly incurred by the Executive in connection with the Executive’s duties during the Term, and subject to the Corporation’s internal policies and guidelines that may be in force at the time, including as set forth in the “Li-Cycle Employee Handbook”, provided that (notwithstanding any limitations provided therein), the Corporation shall also reimburse the full cost of the Executive’s annual professional dues. For all such expenses, the Executive shall furnish to the Corporation an itemized expense report, including without limitation receipts for such expenses, and the Corporation will reimburse the Executive for all properly incurred expenses.
4.4Vacation
The Executive shall be entitled to four (4) weeks of paid vacation per calendar year during the Term, to be pro-rated for any part year worked. Such vacation may be taken as the Executive may from time to time reasonably determine (having regard to the best interests of the Corporation), provided that such vacation time does not materially interfere with the Executive’s duties to the Corporation. Unless otherwise prescribed by applicable employment standards legislation (in which case, such statutory requirements shall apply), the Executive shall only be entitled to carry forward five (5) days of vacation time remaining unused at the end of any calendar year into the first ninety (90) days of the following calendar year and the balance of any vacation time unused by the end of any calendar year shall be forfeited and the Executive shall not be entitled to any payment in respect thereof. An additional week of

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vacation time will be earned upon completing five (5) years of employment with the Corporation and/or any of its subsidiaries or affiliates, resulting in an entitlement to five (5) weeks of paid vacation per calendar year thereafter.
4.5No Other Benefits
The Executive is not entitled to any other payment, benefit, perquisite, allowance or entitlement, other than as specifically set out in this Agreement or as otherwise agreed to in writing by the Board.
5.TERMINATION OF EMPLOYMENT
5.1Events of Termination; Definition of “Date of Termination”
Notwithstanding any other provision in this Agreement, the Executive’s employment and this Agreement may be terminated at any time as follows:
(a)Death – automatically upon the death of the Executive, in which case the “Date of Termination” shall mean the date of the Executive’s death;
(b)Permanent Disability – by the Corporation by reason of “Permanent Disability”, meaning the mental or physical condition of the Executive such that the Executive has been unable, as a result of illness, disease, disability or similar cause, to fulfill the Executive’s duties with the Corporation (A) for more than six (6) consecutive months or (B) for an aggregate of twelve (12) months within any consecutive eighteen (18) month period, or otherwise as permanent or total disability may be defined in the Corporation’s long-term disability policies or plans in effect immediately prior to the occurrence of a disability with respect to the Executive, in which case the “Date of Termination” shall mean the effective date of termination set by the Corporation in its written notice of termination to the Executive following its determination of the Executive’s Permanent Disability;
(c)By the Corporation for Cause – by the Corporation at any time for Cause (as defined in Section 5.7), by providing written notice to the Executive specifying the act or omissions upon which the Corporation is relying to terminate the Executive’s employment for Cause, in which case the “Date of Termination” shall mean the effective date set out by the Corporation in such written notice;
(d)By the Corporation without Cause – by the Corporation at any time without Cause (as defined in Section 5.7), by providing written notice to the Executive specifying the effective date of termination (which may be immediately), in which case the “Date of Termination” shall mean the effective date set out by the Corporation in such written notice;
(e)Mutually Agreed Retirement – by mutual agreement of the Executive and the Corporation on a specified retirement date, in which case the “Date of Termination” shall mean the effective date mutually agreed to by the parties in writing;

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(f)By the Executive without Good Reason – by the Executive at any time in the absence of Good Reason (as defined in Section 5.8), by the Executive providing written notice to the Chief Executive Officer specifying the effective date of resignation (such date being not less than six (6) weeks and not more than ten (10) weeks following the date of the Executive’s written notice (the “Resignation Notice Period”)), in which case the “Date of Termination” shall mean the effective date set out by the Executive in such written notice, it being understood the Corporation is under no obligation to utilize the Executive’s services during any part of the Resignation Notice Period and such waiver of services shall not constitute a termination of employment by the Corporation; or
(g)By the Executive for Good Reason – by the Executive at any time for Good Reason (as defined in Section 5.8), by the Executive providing written notice to the Chief Executive Officer specifying the event or events upon which the Executive is relying to terminate the Executive’s employment for Good Reason, in which case the “Date of Termination” shall mean the effective date set out by the Executive in such written notice.
(h)For greater certainty, the “Date of Termination” means the actual date of termination described in (a) through (g) above, as applicable, and will not include any period following the actual date of termination in each instance during which the Executive is in receipt of, or is eligible to receive, any statutory, contractual or common law notice of termination or compensation in lieu thereof or severance payments following such actual date of termination.
5.2Severance Policy & Entitlements
The Executive’s entitlements upon termination of employment are set forth in the 2021 Executive Severance Policy adopted by the Compensation Committee and are adopted herein in this Article 5. Any such entitlements upon termination of employment, whether pursuant to the 2021 Executive Severance Policy or provided elsewhere in this Agreement, are expressly conditioned upon compliance with Section 5.11 (Payments in Full Satisfaction and Release), including the timing for any payment with respect to such entitlements. LICY and the Corporation reserve the right to amend the 2021 Executive Severance Policy from time to time, which amended policy shall also be adopted herein by reference, provided that such amendments shall not (individually or in the aggregate) reduce the Executive’s entitlements under this Article 5. The Corporation shall advise the Executive forthwith following any change to the 2021

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Executive Severance Policy and shall provide a supplement or addendum to this Agreement setting forth the applicable amendments to the 2021 Executive Severance Policy and this Agreement.
5.3Termination for Death, Cause, Mutually Agreed Retirement or by the Executive Without Good Reason
If this Agreement and the Executive’s employment hereunder are terminated pursuant to subsections 5.1(a) (Death), subsection 5.1(c) (by the Corporation for Cause), subsection 5.1(e) (Mutually Agreed Retirement) or subsection 5.1(f) (by the Executive without Good Reason), then:
(a)the Corporation shall pay to the Executive or to the Executive’s estate, as applicable, only (i) the Executive’s accrued and unpaid Base Salary (at the rate in effect immediately prior to the Date of Termination), payable at the normally scheduled time, (ii) accrued vacation pay calculated up to and including the Date of Termination, payable within thirty (30) days following the Date of Termination, and (iii) any reimbursement owed to the Executive for business expenses properly incurred during the Term to the Date of Termination pursuant to Section 4.3 (the “Basic Entitlements”);
(b)the Corporation shall continue to make RRSP matching contributions in accordance with Section 4.2, up to and including the Date of Termination, at which time such contributions shall cease with no further compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation (in which case contributions will be made only to the minimum statutory extent so required);
(c)the Executive shall continue to be entitled to participate in the Executive Plans, up to and including the Date of Termination, at which time all of the Executive Plans shall cease with no further compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation (in which case participation will continue only to the minimum statutory extent so required);
(d)the Executive shall not be entitled to any STIP Award, pro-rated or otherwise, that has not yet been earned pursuant to subsection 3.2 for any previous financial year, for the financial year in which the Date of Termination occurs or for any time period after the Date of Termination, or for any compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation (in which case payment will be made only to the minimum statutory extent so required);
(e)the post-employment treatment of the Executive’s LTIP Awards (including without limitation share options and RSUs) will be determined in accordance with the terms of the 2021 Incentive Award Plan and/or any other applicable long-term incentive plan(s), the relevant award agreement(s), and the 2021 Executive Severance Policy adopted by the Compensation Committee; provided, however, that any amendments to the 2021 Executive Severance Policy that would provide the Executive with less favorable treatment than would otherwise be provided under Section 5 of this Agreement shall not have effect in respect of the Executive’s LTIP Awards. It is understood that the

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Executive shall not be entitled to any damages or compensation in lieu of any equity award not made after the Date of Termination or any equity award that is forfeited on or following the Date of Termination, unless expressly required otherwise by applicable employment standards legislation (in which case the Executive will be provided only with the minimum statutory requirements required by such legislation); and
(f)in the case of a termination of employment pursuant to subsection 5.1(c) (by the Corporation for Cause), if for any reason the conduct of the Executive in question giving rise to Cause is not of a nature that would disentitle the Executive to statutory notice, pay in lieu of notice, severance pay, benefits continuance or other minimum statutory entitlement under applicable employment standards legislation, then the Corporation shall provide such minimum statutory entitlement(s) notwithstanding the foregoing. For greater certainty, in no event will the Executive have any entitlement whatsoever to any non-statutory notice, pay in lieu of notice, severance pay or benefits continuance, or any form of compensation or damages in lieu of the same, whether at common law or otherwise, in the event of a termination for Cause.
5.4Termination for Permanent Disability
If this Agreement and the Executive’s employment hereunder are terminated pursuant to subsection 5.1(b) (Permanent Disability), then:
(a)the Corporation shall pay the Executive a lump-sum payment equivalent to the Basic Entitlements for the applicable elimination period for long-term disability benefits stipulated in the Corporation’s long-term disability insurance plan, as amended from time to time (the “Elimination Period”), less any short-term disability benefit payments provided to the Executive by the Corporation in respect of the Elimination Period pursuant to subsection I(b) of Schedule B (Executive Plans) hereto;
(b)the Corporation shall make RRSP matching contributions in accordance with Section 4.2, up to and including the end of the Elimination Period, at which time such contributions shall cease with no further compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation (in which case contributions will be made only to the minimum statutory extent so required);
(c)the Executive shall be entitled to participate in the Executive Plans, up to and including the end of the Elimination Period, at which time the Executive Plans shall cease with no further compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation in which case participation will continue only to the minimum statutory extent so required);
(d)the Executive shall not be entitled to any STIP Award, pro-rated or otherwise, that has not yet been earned pursuant to subsection 3.2 for any previous financial year, for the financial year in which the Date of Termination occurs or for any time period after the Date of Termination, or for any compensation or damages in lieu of the same, unless

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expressly required otherwise by applicable employment standards legislation (in which case payment will be made only to the minimum statutory extent so required);
(e)the post-employment treatment of the Executive’s LTIP Awards (including without limitation share options and RSUs) will be determined in accordance with the terms of the 2021 Incentive Award Plan and/or any other applicable long-term incentive plan(s), the relevant award agreement(s), and the 2021 Executive Severance Policy adopted by the Compensation Committee. It is understood that the Executive shall not be entitled to any damages or compensation in lieu of any equity award not made after the Elimination Period or any equity award that is forfeited on or following the Elimination Period, unless expressly required otherwise by applicable employment standards legislation (in which case the Executive will be provided only with the minimum statutory requirements required by such legislation); and
(f)if for any reason the termination of the Executive’s employment as a result of Permanent Disability would entitle the Executive to statutory notice, pay in lieu of notice, severance pay and/or benefits continuance under applicable employment standards legislation, then the Corporation shall provide such minimum statutory entitlements notwithstanding the foregoing. For greater certainty, in no event will the Executive have any entitlement whatsoever to any non-statutory notice, pay in lieu of notice, severance pay or benefits continuance, or any form of compensation or damages in lieu of the same, whether at common law or otherwise, in the event of a termination for Permanent Disability.
5.5Termination by the Corporation Without Cause or by the Executive for Good Reason, in Either Case Prior to or More than 12 Months After a Change in Control
Subject to the Cure Period (as defined in subsection 5.8), if this Agreement and the Executive’s employment hereunder are terminated pursuant to subsection 5.1(d) (by the Corporation without Cause) or pursuant to subsection 5.1(g) (by the Executive for Good Reason), in either case prior to a Change in Control or more than 12 months after a Change in Control, then:
(a)the Corporation shall provide to the Executive the Basic Entitlements, with vacation pay calculated to the end of the statutory notice period required pursuant to applicable employment standards legislation;
(b)for a period of twelve (12) months following the Date of Termination (the “Severance Period”), payment in equal installments in accordance with the Corporation’s regular payroll practices of the aggregate of the amounts set forth below:
i)twelve (12) months’ Base Salary at the rate in effect immediately prior to the Date of Termination; plus
ii)an amount equal to the STIP Target of the Executive in respect of the financial year of the Corporation in which the Date of Termination occurs, pro-rated to twelve (12) months;

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(c)the Corporation shall continue to make RRSP matching contributions in accordance with Section 4.2, up to and including the last day of the statutory notice period required pursuant to applicable employment standards legislation, at which time such contributions shall cease with no further compensation or damages in lieu of the same;
(d)the Executive shall continue to be entitled to participate in the Executive Plans until the end of the statutory notice period pursuant to applicable employment standards legislation, at which time the Ancillary Coverages and the Perquisites shall automatically cease with no further compensation or damages in lieu of the same. Thereafter, the Executive shall continue to be entitled to participate in the Primary Coverages until the end of the Severance Period, provided that (i) participation in the Primary Coverages will be subject to the respective plan terms and conditions and the approval of the respective insurers, where required, and bearing in mind that certain plans may require the Executive to be actively employed for coverage to be maintained; and (ii) the Primary Coverages will terminate on the date upon which the Executive becomes entitled to participate in similar benefit plans with another employer without further compensation or damages in lieu of the same. For greater certainty, where the Corporation cannot continue any particular benefit pursuant to the terms of the relevant plan or the approval of the relevant insurer, then the Corporation’s obligations to maintain such coverage(s) shall be limited to the minimum statutory notice period required pursuant to applicable employment standards legislation. In no event shall the Executive Plans be extended for less than such minimum statutory notice period;
(e)other than as expressly set out above in subsection 5.5(b)ii), the Executive shall not be entitled to any STIP Award, pro-rated or otherwise, that has not yet been earned pursuant to subsection 3 for any previous financial year, for the financial year in which the Date of Termination occurs or for any time period after the Date of Termination, or for any compensation or damages in lieu of the same, unless expressly required otherwise by applicable employment standards legislation (in which case payment will be made only to the minimum statutory extent so required);
(f)the post-employment treatment of the Executive’s LTIP Awards (including without limitation share options and RSUs) will be determined in accordance with the terms of the 2021 Incentive Award Plan and/or any other applicable long-term incentive plan(s), the relevant award agreement(s), and the 2021 Executive Severance Policy adopted by the Compensation Committee. It is understood that the Executive shall not be entitled to any damages or compensation in lieu of any equity award not made after the last day of the statutory notice period required pursuant to applicable employment standards legislation or any equity award that is forfeited on or following the last day of the statutory notice period required pursuant to applicable employment standards legislation; and
(g)outplacement career counselling to be provided in a format and by a provider approved by the Corporation consistent with the Corporation’s normal practice, provided that such outplacement career counselling services shall end on the earliest to occur of (i)

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twelve (12) months following the Date of Termination and (ii) the date that the Executive obtains full-time employment.
5.6Termination by the Corporation Without Cause or by the Executive for Good Reason, in Either Case Within Twelve (12) Months Following a Change in Control
Subject to the Cure Period (as defined in subsection 5.8), if this Agreement and the Executive’s employment hereunder are terminated pursuant to subsection 5.1(d) (by the Corporation without Cause) or pursuant to subsection 5.1(g) (by the Executive for Good Reason), in either case within twelve (12) months following a Change in Control, then:
(a)the Corporation shall provide to the Executive the Basic Entitlements, with vacation pay calculated to the end of the statutory notice period required pursuant to applicable employment standards legislation;
(b)a lump-sum payment in lieu of notice, payable on the first regular payroll date following the date the Release becomes effective and irrevocable, in an amount equivalent to the aggregate of the amounts set forth in subsections 5.6(b)i) plus 5.6(b)ii):
i)eighteen (18) months’ Base Salary at the rate in effect immediately prior to the Date of Termination; plus
ii)an amount equal to the STIP Target of the Executive in respect of the financial year of the Corporation in which the Date of Termination occurs, pro-rated to eighteen (18) months;
(c)the Corporation shall continue to make RRSP matching contributions in accordance with Section 4.2, up to and including last day of the statutory notice period required pursuant to applicable employment standards legislation, at which time such contributions shall cease with no further compensation or damages in lieu of the same;
(d)the Executive shall continue to be entitled to participate in the Executive Plans until the end of the statutory notice period pursuant to applicable employment standards legislation, at which time the Ancillary Coverages and the Perquisites shall automatically cease with no further compensation or damages in lieu of the same. Thereafter, the Executive shall continue to be entitled to participate in the Primary Coverages for a period of eighteen (18) months commencing on the Date of Termination, provided that (i) participation in the Primary Coverages will be subject to the respective plan terms and conditions and the approval of the respective insurers, where required, bearing in mind that certain plans may require the Executive to be actively employed for coverage to be maintained; and (ii) the Primary Coverages will terminate on the date upon which the Executive becomes entitled to participate in similar benefit plans with another employer without further compensation or damages in lieu of the same. For greater certainty, where the Corporation cannot continue any particular benefit pursuant to the terms of the relevant plan or the approval of the relevant insurer, then the Corporation’s obligations to

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maintain such coverage(s) shall be limited to the minimum statutory notice period required pursuant to applicable employment standards legislation. In no event shall the Executive Plans be extended for less than such minimum statutory notice period;
(e)subject to eligibility criteria pursuant to subsection 3, the Executive’s entitlements to STIP Award(s) shall be as follows, payable as a lump sum on the Corporation’s next payroll cycle following the Date of Termination:
i)the Executive shall receive the STIP Award in respect of the financial year immediately preceding the Date of Termination, to the extent earned and unpaid at the Date of Termination, calculated at the STIP Target for such financial year;
ii)the Executive shall receive the STIP Award in respect of the financial year of the Corporation in which the Date of Termination occurs, pro-rated from the start of such financial year to the Date of Termination, calculated at the STIP Target for such financial year; and
iii)other than as expressly set out above in subsection 5.6(b)ii) or 5.6(e)i) or ii), the Executive shall not be entitled to any further STIP Award, pro-rated or otherwise, for any period after the Date of Termination, or any compensation or damages in lieu of the same;
(f)the post-employment treatment of the Executive’s LTIP Awards (including without limitation RSUs and PSUs) will be determined in accordance with the terms of the 2021 Incentive Award Plan and/or any other applicable long-term incentive plan(s), the relevant award agreement(s), and the 2021 Executive Severance Policy adopted by the Compensation Committee. It is understood that the Executive shall not be entitled to any damages or compensation in lieu of any equity award not made after the last day of the statutory notice period required pursuant to applicable employment standards legislation or any equity award that is forfeited on or following the last day of the statutory notice period required pursuant to applicable employment standards legislation; and
(g)outplacement career counselling to be provided in a format and by a provider approved by the Corporation consistent with the Corporation’s normal practice, provided that such outplacement career counselling services shall end on the earliest to occur of (i) twelve (12) months following the Date of Termination and (ii) the date that the Executive obtains full-time employment.
5.7Definition of “Cause”
For the purposes of this Agreement: “Cause” shall mean any of the following:
(a)the Executive’s conviction of (or plea of no contest or an applicable equivalent to) any criminal or quasi-criminal offence involving moral turpitude or dishonesty under the Criminal Code (Canada) or any provincial or other statute for which the Executive has not been pardoned provided that such pardon has not been revoked;

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(b)the Executive’s commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, breach of fiduciary duty or other willful and material act of misconduct, in each case, against the Corporation or any of its subsidiaries or affiliates;
(c)any willful, material damage to any property of the Corporation (or that of any of its subsidiaries or affiliates) by the Executive;
(d)the Executive’s willful failure or willful refusal to (A) substantially perform the Executive’s material, lawful job functions hereunder (other than any such failure resulting from the Executive’s Permanent Disability) or (B) carry out or comply with a lawful and reasonable directive of the Corporation;
(e)the Executive’s breach of any corporate policy that materially harms the Corporation;
(f)the Executive’s breach of any material provision of this Agreement, the Confidentiality and Intellectual Property Rights Agreement or any other written agreement between the Executive and the Corporation; or
(g)any other act, omission or cause of action recognized as Cause under applicable employment standards legislation or at common law.
5.8Definition of “Good Reason”
For the purposes of this Agreement: “Good Reason” means and shall have occurred if, and only if, without the written consent of the Executive, there has been:
(a)a material adverse change in the Executive’s compensation (including Base Salary, STIP and LTIP, and except as permitted by Section 3.1) or the conditions under and manner in which they are payable;
(b)a material diminution of the Executive’s duties, title or position;
(c)a change in the person or body to whom the Executive reports, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, provided this shall not include a change resulting from a promotion in the normal course of business;
(d)other than as part of a mandatory remote work arrangement arising out of applicable statutory, regulatory or public health requirements, or as part of a mutually agreed upon remote work arrangement between the Corporation and the Executive, a material change in the geographic location at which the Executive is regularly required to carry out the terms of the Executive’s employment, which shall include, but is not limited to, a location in a different municipality or a location which is greater than fifty (50) km from the Place of Employment; or

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(e)a significant increase or change in the amount, nature or patterns of travel the Executive is required to conduct on behalf of the Corporation.
Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (A) the Executive has provided the Corporation, within thirty (30) days of the initial occurrence of the Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (B) the Corporation or its successor fails to cure such condition within thirty (30) days after receiving such written notice (the “Cure Period”), and (C) the Executive’s resignation based on such Good Reason is effective within thirty (30) days after the expiration of the Cure Period.
5.9Definition of “Change in Control”
For the purposes of this Agreement: “Change in Control” shall have the meaning ascribed to such term in the Corporation’s 2021 Incentive Award Plan, provided that a transaction or event shall only constitute a Change in Control for purposes of this Agreement if the transaction or event also constitutes a “change in control event,” as defined in U.S. Treasury Regulation Section 1.409A-3(i)(5).
5.10Prior Service
The Executive acknowledges and agrees that the Executive’s service with any employer prior to the Effective Date will not be included in the assessment of the Term or the Executive’s length of employment with the Corporation for any purposes, including without limitation any entitlements under this Article 5, except as required by applicable employment standards legislation (in which case such service will be recognized only for the minimum statutory requirements set out therein).
5.11Payments in Full Satisfaction and Release
The Executive acknowledges and agrees that the payments provided for in this Article 5 are fair and reasonable and that the payments, benefits and entitlements referred to in Sections 5.2 to 5.6 hereof are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of this Agreement and of the Executive’s employment with the Corporation. Except as otherwise provided in Sections 5.2 to 5.6 hereof, the Executive shall not be entitled to any further notice of termination, payment in lieu of notice of termination, severance, damages, or any additional compensation whatsoever at common law or otherwise and the amounts payable are inclusive of any statutory payments under applicable employment standards legislation and at common law. As a condition to receiving any payment pursuant to Sections 5.2 to 5.6 hereof in excess of the Corporation’s minimum statutory obligations pursuant to applicable employment standards legislation, the Executive agrees to deliver a full and final release from all actions or claims in connection therewith in favour of the Corporation, the Corporation’s affiliates, and all of their respective officers, directors, trustees, shareholders, employees, attorneys, insurers and agents, such release (the “Release”) to be in a form satisfactory to the Corporation and to be provided by the Corporation at the time of termination.

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5.12Resignation of Offices & Directorships
In the event that the Executive’s employment terminates for any reason whatsoever, then, at the request of the Corporation, the Executive will forthwith resign as a director and/or officer of LICY and the Corporation, and from any other position or office that the Executive then holds with any subsidiaries or affiliates of the Corporation or other entities where the Executive may have been requested to serve as a director or officer in connection with the performance by the Executive of the Executive’s duties. In such event, the Executive shall, at the request of the Corporation, forthwith execute any and all documents appropriate to evidence such resignations. The Executive shall not be entitled to any payments in respect of such loss of office/directorship (unless outstanding and owing).
5.13Corporation Property
The Executive acknowledges that all materials of the Corporation relating to the business and affairs of the Corporation, including, without limitation, manuals, documents, reports, equipment, technology, devices, hardware, software, corporate credit cards, security passes and keys, working materials and lists of customers or suppliers prepared by the Corporation or by the Executive in the course of the Executive’s employment (or as part of the Executive’s on-boarding prior to the Term) (collectively, “Corporation Property”) are for the benefit of the Corporation and are and will remain the property of the Corporation. The Executive shall return all Corporation Property in the Executive’s possession or under the Executive’s control in good condition forthwith upon any request by the Corporation or upon any termination of this Agreement and of the Executive’s employment hereunder (regardless of the reason for such termination).
6.COVENANTS OF THE EXECUTIVE
6.1Non-Competition
The Executive shall not, during the Term and for twelve (12) months following the Date of Termination of the Executive’s employment (such period, the “Restricted Period”), without the prior written consent of the Corporation, either individually or in partnership or jointly or in conjunction with any person as principal, employee, owner, sole proprietor, partner, director, officer, member, consultant, agent, founder, co-venturer, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or in any other capacity whatsoever, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part of the Executive’s name to be used or employed by any person engaged in or concerned with or interested in any business in Canada, the United States and any other country for which the Executive had responsibility during the last twelve (12) months of the Executive’s employment with the Corporation that is the same as, substantially similar to or competitive with the business of the Corporation or any of its subsidiaries or affiliates within the lithium-ion battery recycling industry and any other line of business operated by the Corporation or any of its subsidiaries or affiliates in the future for which the Executive

    - 20 -
had responsibility during the last twelve (12) months of the Executive’s employment with the Corporation.
The Executive confirms that all restrictions in the above paragraph are reasonable and valid and that the Executive waives all defences to the strict enforcement of such restrictions by the Corporation.
6.2Non-Solicitation of Employees & Customers
    The Executive shall not, during the Term and for the Restricted Period, without the prior written consent of the Corporation, either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or any other manner whatsoever on the Executive’s own behalf or on behalf of anyone competing or endeavouring to compete with the Corporation or any of its subsidiaries or affiliates:
(a)induce or assist any person or entity in inducing any individual who was an employee of the Corporation or any of its subsidiaries or affiliates during the twelve (12) month period immediately before the Executive’s termination of employment to leave the Executive’s employment with the Corporation;
(b)directly or indirectly solicit or endeavour to solicit or gain the business of, canvass or interfere with the relationship of the Corporation or any of its subsidiaries or affiliates with, any person that:
i)is a customer, client or supplier of the Corporation or any of its subsidiaries or affiliates;
ii)was a customer, client or supplier of the Corporation or any of its subsidiaries or affiliates at any time within twelve (12) months prior to the date the Executive’s termination of employment; or
iii)with the Executive’s knowledge, has been pursued as a prospective customer, client or supplier by or on behalf of the Corporation or any of its subsidiaries or affiliates at any time within twelve (12) months prior to the date the Executive’s termination of employment and in respect of whom the Corporation or any of its subsidiaries or affiliates (as the case may be) has not determined to cease all such pursuit.
The Executive confirms that all restrictions in the above paragraph are reasonable and valid and that the Executive waives all defences to the strict enforcement of such restrictions by the Corporation.
6.3Corporate Opportunities
Any business opportunities relating in any way to the business and affairs of the Corporation or any of its subsidiaries or affiliates which become known to the Executive in the course of the Executive’s employment hereunder (or as part of the Executive’s on-boarding prior to the Term) shall be fully

    - 21 -
disclosed and made available to the Corporation and shall not, except with the written consent of the Board, be appropriated by the Executive under any circumstance both during the Term and for the Restricted Period.
6.4Non-Disparagement
The Executive covenants and agrees that the Executive shall not, during the Term and for the Restricted Period, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the business of the Corporation or its subsidiaries or affiliates (including without limitation LICY) or its or their respective employees, provided, however, that nothing in this Section 6.4 shall prohibit the Executive from exercising any rights under Section 7 of the National Labor Relations Act.
6.5Confidentiality and Intellectual Property Rights Agreement
This Agreement and the Executive’s employment with the Corporation hereunder are conditional upon the Executive executing and complying at all times with the Confidentiality and Intellectual Property Rights Agreement which is attached hereto as EXHIBIT “A” and forms part of this Agreement.
6.6Recognition
The Executive expressly recognizes and expressly acknowledges that:
(a)Article 6 of this Agreement is of the essence of this Agreement, and that the Corporation would not have entered into this Agreement without the inclusion of those provisions and the Executive’s commitment to abide by same.
(b)the application of Article 6 of this Agreement will not have the effect of prohibiting the Executive from earning a living in a satisfactory manner in the event of the termination of this Agreement and the Executive’s employment.
(c)Article 6 of this Agreement grants to the Corporation only such reasonable protection as is necessary to preserve the legitimate interests of the Corporation and the Executive equally recognizes, in this respect, that the description of the business and the territory are reasonable.
6.7Remedies
The Executive hereby recognizes and expressly acknowledges that the Corporation would be subject to irreparable harm should any of the provisions of Article 6 be infringed, or should any of the Executive’s obligations hereunder be breached by the Executive, and that damages alone will be an inadequate remedy for any breach or violation thereof and that the Corporation, in addition to all other remedies, will be entitled as a matter of right to equitable relief, including temporary or permanent injunction to restrain such breach.

    - 22 -
6.8Suspension or Termination of Compensation and Benefits
In the event that the Corporation determines that, without the express written consent of the Corporation, the Executive has breached any provisions of Article 6 of this Agreement, the Corporation will have the right to suspend or terminate any or all remaining payments and/or benefits, if any, referenced in Sections 5.2 to 5.6 of this Agreement, subject to applicable minimum requirements contained in applicable employment standards legislation. Such suspension or termination of payments and/or benefits shall not constitute Good Reason under this Agreement and will be in addition to and will not limit any and all other rights and remedies as set out in Section 6.7 of this Agreement that the Corporation may have against the Executive.
6.9Suspension with Pay
The Executive acknowledges that, during the course of the Executive’s employment, the Board may exercise its discretion to suspend the Executive with pay in furtherance of any internal investigation relating to the Executive’s conduct and agrees that such a suspension shall not constitute Good Reason under this Agreement.
6.10Fiduciary Obligations
Nothing in this Article 6 is intended to limit the fiduciary obligations that the Executive owes to the Corporation.
6.11No Conflicting Obligations
The Executive acknowledges, represents and warrants that: (i) the Executive did not sign and is not a party to any agreement, whether non-competition, non-solicitation, or otherwise, with any prior employer which in any way whatsoever restricts or limits the Executive’s ability to provide services under this Agreement, and that the Executive is wholly free and at liberty to enter into this Agreement, to continue the Executive’s employment with and provide services to the Corporation as contemplated by this Agreement; and (ii) in the performance of the Executive’s duties for the Corporation, the Executive shall not improperly bring to the Corporation or use any trade secrets, confidential information or other proprietary information of any third party and shall not infringe the intellectual property of any third party.
7.NOTICES
7.1Notices
Any notice in writing required or permitted to be given by this Agreement to be given or made by a party hereto must be in writing and be sufficiently given if delivered personally, delivered by overnight courier, sent by pre-paid registered mail or by e-mail addressed to the recipient as follows:
(a)To the Executive at:
Craig Cunningham

    - 23 -
[XXX]

E-mail: [XXX]
(b)To the Corporation at:
Li-Cycle Corp.
207 Queens Quay West
Suite 590
Toronto, Ontario
M5J 1A7
Canada
E-mail: [XXX]
Attention: President and CEO
or to such other street addressor e-mail address as may be designated by notice given by either party to the other.
Any such notice delivered personally shall be deemed to have been received on the date of delivery thereof; any such notice delivered by overnight courier shall be deemed to have been received on the second day following the date of couriering; any such notice delivered by e-mail shall be deemed to have been received on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day; and any such notice delivered by pre-paid registered mail shall be deemed to have been received on the fifth day following the date of mailing. Notwithstanding the foregoing, if a strike or lockout of postal service is in effect, or generally known to be impending, notice must be effected by personal delivery or by e-mail communication.
7.2Change of Address
Either party may at any time give notice in writing to the other of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder.
8.GENERAL
8.1Entire Agreement
Except as specifically set forth herein, this Agreement constitutes the entire agreement between the parties with respect to the employment of the Executive with the Corporation and any and all other previous and contemporaneous agreements or statements, including but not limited to understandings, negotiations and discussions, whether written or oral, between the parties hereto or on their behalf relating to the employment of the Executive by the Corporation are hereby superseded. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or

    - 24 -
statutory, between the parties other than as expressly set forth in this Agreement. Each of the parties hereto hereby releases and forever discharges the other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of such previous agreements.
8.2Severability
If any covenant or provision of this Agreement is determined to be invalid, void or unenforceable in whole or in part, it shall not nor be deemed to affect or impair the validity of any other covenant or provision hereof and each of such covenants and provisions is hereby declared to be separate and distinct and severable from each of the others for the purpose of this Agreement.
8.3Choice of Law
This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, and for the purposes of all legal proceedings this Agreement shall be deemed to have been performed in such province. Except as otherwise required by the Dispute Resolution provisions set out at section 8.5, the courts of such province shall have exclusive jurisdiction to entertain any action arising hereunder and the parties each hereby attorn to the jurisdiction of the courts in the Province of Ontario; provided that, nothing herein contained shall prevent the Corporation from proceeding at its election against the Executive in the courts of any other province or country should the Executive reside or carry on business in such other province or country at the time the Corporation commences such proceedings.
8.4Equitable Remedies
The Executive hereby acknowledges and agrees that a breach of the Executive’s obligations under this Agreement may result in damages to the Corporation that may not be adequately compensated for by monetary award.  Accordingly, in the event of any breach of this agreement by the Executive, in addition to all other remedies available to the Corporation under this Agreement, at law or in equity, the Corporation will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement and protection of the Corporation’s business and/or property.
8.5Dispute Resolution
Subject to any statutory complaint rights the Executive may have, in the event of a dispute arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, which does not involve the Corporation seeking a court injunction or other injunctive or equitable relief to protect its business, confidential information or intellectual property, that dispute will be resolved in strict confidence as follows:
(a)Constructive Negotiation.  The parties agree that, both during and after the Term of this Agreement, each will make bona fide efforts to resolve any disputes arising between them by constructive negotiation.

    - 25 -
(b)Mediation.  If the parties are unable to negotiate resolution of a dispute, either party may refer the dispute to mediation by providing written notice to the other party.  If the parties cannot agree on a mediator within thirty (30) days of receipt of the notice to mediate, then either party may make application to the ADR Chambers in Toronto, Ontario to have one appointed.  The mediation will be held in Toronto, Ontario, in accordance with the Mediation Rules of the ADR Chambers (or as otherwise agreed by the parties), and each party will bear its own costs, including one-half share of the mediator’s fees; however, the parties agree that if the dispute is fully settled with the assistance of the mediator appointed under this section, the Corporation will be responsible for the full share of the mediator’s fees.
(c)Arbitration.  If, after mediation, the parties have been unable to resolve a dispute and the mediator has been inactive for more than thirty (30) days, or such other period agreed to in writing by the parties, either party may refer the dispute for final and binding arbitration by providing written notice to the other party.  If the parties cannot agree on an arbitrator within thirty (30) days of receipt of the notice to arbitrate, then either party may make application to the ADR Chambers in Toronto, Ontario to appoint one. The arbitration will be held in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario) and the Arbitration Rules of the ADR Chambers.
8.6Assignment
Except as otherwise expressly provided herein, neither this Agreement nor any rights or obligations are assignable by the Executive. The Corporation may assign this Agreement to any of its affiliates or subsidiaries or to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation. The Executive, by the Executive’s signature hereto, expressly consents to such assignment and, provided that such successor agrees to assume and be bound by the terms and conditions of this Agreement, all references to the “Corporation” herein shall include its successor.
8.7Successors and Assigns
The provisions hereof including, without limitation, Article 6, shall enure to the benefit of and be binding upon the Executive and the Executive’s heirs, executors, administrators and legal personal representatives and upon the Corporation and its successors and assigns. For this purpose, the terms “successors and assigns” of the Corporation shall include any person, firm, corporation or other entity which, at any time, whether by merger, purchase or otherwise shall acquire all or substantially all the assets or business of the Corporation.
8.8Survival
Notwithstanding the termination of this Agreement, each party shall remain bound by the provisions of this Agreement which by their terms impose obligations upon that party that extend beyond the termination of this Agreement.

    - 26 -
8.9Amendments
No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties.
8.10Waiver
No provision of this Agreement shall be deemed to be waived as a result of the failure of the Corporation to require the performance of any term or condition of this Agreement or by other course of conduct. To be effective, a waiver must be in writing, signed by each of the parties hereto and state specifically that it is intended to constitute a waiver of a term or breach of this Agreement. The waiver by the Corporation of any term or breach of this Agreement shall not prevent a subsequent enforcement of such term or any other term and shall not be deemed to be a waiver of any subsequent breach.
8.11Accessibility
The Corporation is committed to complying with the Accessibility for Ontarians with Disabilities Act, 2005 (Ontario), and will accommodate its employees with disabilities. Should the Executive require accommodation or have a question regarding accommodation, the Executive may contact the Chair of the Compensation Committee.
8.12Compliance with Employment Standards Legislation
In the event that the minimum standards set out in the applicable employment standards legislation (as may be amended from time to time) are more favourable to the Executive in any respect than a term or provision provided for in this Agreement, the Executive and the Corporation agree that the statutory provisions will apply in respect of that term or provision.
8.13Whistleblower Protections and Trade Secrets
Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of U.S. federal law or regulation to any U.S. governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such governmental agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) the Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any U.S. federal or state trade secret law (A) for the disclosure of a trade secret that is made in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (B) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if the Executive files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, then the Executive may disclose the trade secret to the Executive’s attorney, and may use the trade secret information in the court proceeding, if the Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

    - 27 -
8.14Independent Legal and Tax Advice
The Executive hereby represents and warrants to the Corporation that, prior to executing this Agreement, the Executive has sought and obtained or had the opportunity to seek and obtain independent legal and/or tax advice with respect to this Agreement from a lawyer and/or tax professional of their choice; the Executive fully understands the nature and effect of this Agreement; and the Executive has freely and voluntarily entered into this Agreement in good faith and without any form of inducement.
8.15Further Assurances
Each of the parties hereto hereby covenants and agrees to execute or cause to be executed all such further and other documents as may be necessary or desirable to give effect to the purpose and intent of this Agreement.
8.16Counterparts
This Agreement may be executed by the parties in one or more counterparts, each of which when so executed and delivered will be deemed to be an original and such counterparts will together constitute one and the same instrument.
[Signature Page Follows]




    - 28 -
IN WITNESS WHEREOF the Corporation has duly executed this Agreement under the hand of one of its officers duly authorized in that regard and the Executive has duly executed this Agreement.

LI-CYCLE CORP.
Per:/s/ Ajay Kochhar
Name: Ajay Kochhar
Title:President and Chief Executive Officer

SIGNED AND DELIVERED)
in the presence of:)
)
)
/s/ Christine Barwell)/Craig Cunningham
Name of Witness: Christine Barwell)Craig Cunningham

Date: July 17, 2024 _______________________



Schedule A
PERMITTED CHARITABLE, COMMUNITY & OTHER ACTIVITIES

[XXX]





SCHEDULE B
EXECUTIVE PLANS
(2024 Summary)
Section I: Benefit Plans
The list of Benefit Plans set forth below is a summary and provided for reference only; the Executive must refer to the terms and conditions of the relevant Benefit Plan texts, where applicable. Where there is any conflict between the summary set out below, the Agreement and/or the applicable Benefit Plan terms or conditions, as amended from time to time, the Benefit Plan terms and conditions shall govern.
For all purposes in this Agreement, “Benefit Plans” shall consist of the following:
(a)Manulife Executive Benefit Program (2024)
Refer to “Benefit Summary” under the Manulife Executive Benefits Contract Employee Booklet for details.
The following benefits (collectively, the “Primary Coverages”) are available during active employment and shall be continued following termination of active employment in accordance with the terms set forth in the Agreement:
•Extended Health Care
(including prescription drugs, hospital expenses, paramedical services, etc.)
•Dental Care
•Employee Assistance Program
The following benefits and the Executive Health Program (defined below) (collectively, the “Ancillary Coverages”) are available during active employment, but the relevant coverage and premiums may be terminated by the Corporation following termination of active employment: Health Spending Account
•Emergency Travel Assistance
•Life Insurance
•Accidental Death and Dismemberment Insurance
•Travel Insurance
•Short-Term Disability
•Long-Term Disability
(b)Executive Health Program
Annual comprehensive medical assessment and year-round care with 24/7 access to healthcare professionals (the “Executive Health Program”), through Medcan Health Management Inc.

2

Section II: Perquisites
For all purposes in this Agreement, “Perquisites” shall consist of the following:
(a)Electric Vehicle Allowance
The Corporation shall provide the Executive an electric vehicle allowance, in accordance with the Corporation’s policies in effect from time to time, provided that the Executive has furnished evidence of the Executive’s purchase or lease of an electric vehicle that is satisfactory to the Corporation. For 2024, the allowance will be established at USD$2,500 per month. The electric vehicle allowance shall be paid in Canadian dollars, less applicable statutory deductions and withholdings (including without limitation with respect to income taxes) and other lawful and applicable amounts, in accordance with the Corporation’s standard payroll practices and schedule in effect from time to time. The conversion of USD to CAD amounts for payroll processing shall be calculated by the Corporation based on a current exchange rate for USD to CAD selected by the Corporation in its discretion prior to the date of payment.
(b)Parking Allowance
The Corporation shall provide the Executive with a parking allowance, covering the cost of a parking spot up to a value of the greater of (a) CAD$260 per month, or (b) as amended by Li-Cycle in writing.



EXHIBIT “A”
CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT

[XXX]
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) and 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ajay Kochhar, certify that: 
1.I have reviewed this Quarterly Report on Form 10-Q of Li-Cycle Holdings Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
A.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
A.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
B.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2024

/s/ Ajay Kochhar
Ajay Kochhar
Chief Executive Officer

    
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) and 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig Cunningham, certify that: 
1.I have reviewed this Quarterly Report on Form 10-Q of Li-Cycle Holdings Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
A.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
A.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
B.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2024
 
/s/ Craig Cunningham
Craig Cunningham
Chief Financial Officer

    
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ajay Kochhar, the Principal Executive Officer of Li-Cycle Holdings Corp. (the “Company”), certify that, to the best of my knowledge:
(1)    The Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 8, 2024
By:
/s/ Ajay Kochhar

Name:    Ajay Kochhar

Title:    Chief Executive Officer (principal executive officer)
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Craig Cunningham, the Principal Financial Officer of Li-Cycle Holdings Corp. (the “Company”), certify that, to the best of my knowledge:
(1)    The Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 8, 2024
By:
/s/ Craig Cunningham

Name:    Craig Cunningham

Title:    Chief Financial Officer (principal financial officer)