Li-Cycle Holdings Corp. Toronto, Ontario M5J 1A7Governance Letter Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
Reference is made to that certain Amended and Restated Note Purchase Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and between Li-Cycle Holdings Corp. (the “Company”), Glencore Ltd. (“Glencore Intermediate”) and Glencore Canada Corporation (“Glencore Canada”). As a condition and inducement to each of Glencore Intermediate, Glencore Canada and the Company consummating the transactions contemplated by the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Glencore Canada, Glencore Intermediate and Glencore plc (“Glencore Parent”) hereby agree as follows. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement. As used in this Agreement, Glencore Parent, Glencore Intermediate and Glencore Canada, together with their respective Affiliates, are referred to as “
CANADIAN PLEDGE AGREEMENTPledge Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (together with all successors, whether by amalgamation or otherwise, the “Issuer”),
Contractu.s. Stock Pledge Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (“Li-Cycle Americas”) and each other Subsidiary of the Issuer (as defined below) that becomes a party hereto from time to time pursuant to Section 7.10 (Li-Cycle Americas, and each such subsidiary, collectively, the “Grantors”) and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729 as Collateral Agent (as defined below).
NOTE GUARANTYNote Guaranty • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of March 25, 2024, by and among Subsidiaries of the Issuer (as defined in the Note) from time to time party hereto as Note Guarantors (as defined in the Note) from time to time party hereto, and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729, as Collateral Agent.
Canadian General Security Agreement between LI-CYCLE HOLDINGS CORP. and LI- CYCLE CORP. and LI-CYCLE AMERICAS CORP. and GLENCORE CANADA CORPORATION as Collateral Agent made March 25, 2024Canadian General Security Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Corp. and Li-Cycle Americas Corp., each a corporation incorporated under the laws of the Province of Ontario (collectively, the “Guarantors” and, together with the Issuer, the “Debtors”),
NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENTNorth America Black Mass & Refined Products Allocation Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENT (the “Agreement”) is made as of March 25, 2024 (the “Execution Date”),
ContractPledge and Security Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE U.S. INC., a Delaware corporation ( “Li-Cycle U.S.”), and each other U.S. Subsidiary of the Issuer (as defined below) listed on the signature pages hereto or that becomes a party hereto from time to time pursuant to Section 7.10 (Li-Cycle U.S., and each such subsidiary, collectively, the “Grantors”) and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729, as Collateral Agent (defined below).
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Agreement”), dated March 25, 2024, is being entered into by and among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queen’s Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the “Company”), Glencore Ltd., a Swiss company having an address at 330 Madison Ave., New York, NY 10017 (“Glencore Intermediate”) and Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3 (the “Purchaser” or “Glencore Canada”) (each of the Purchaser and Glencore Intermediate a “Purchaser Party”, and together the “Purchaser Parties”) and Glencore Canada as Collateral Agent.
Li-Cycle Holdings Corp. Toronto, Ontario M5J 1A7Note Purchase Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
Reference is made to Section 15 (Canadian Withholding Tax Indemnity) of the Amended and Restated Note Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) between Li-Cycle Holdings Corp. (the “Company”), Glencore Ltd. (“Glencore Intermediate”) and Glencore Canada Corporation (the “Purchaser”). The Company, Glencore Intermediate and the Purchaser wish to confirm their mutual understanding with respect to certain interpretative matters relating to Section 15 of the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Glencore Intermediate and the Purchaser hereby agree as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of March 25, 2024 is by and between Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), and Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3 (the “Initial Glencore Holder” and together with any permitted Affiliate assignees, the “Glencore Holders”).
AMENDMENT NO. 3 TO CONVERTIBLE NOTEConvertible Note Amendment • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
This AMENDMENT NO. 3 TO CONVERTIBLE NOTE is being entered into as of March 25, 2024 (this “Amendment”), by and between Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), and Wood River Capital, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder desire to amend the Note (as defined below) as set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Note.
