| 1. | Adjustment: Pursuant to an At Market Issuance Sales Agreement between the Company and B. Riley Securities, Inc. (“B. Riley”), dated June 28, 2024, the Company may, from time to time and from day to day, offer and sell common shares of the Company (“Common Shares”) through or to B. Riley acting as sales agent or principal (the “ATM Offering”). In respect of the respective anti-dilution and notice provisions set forth in Section 9 (Adjustments) and Section 20 (Notices; Currency; Payments) of the 2024 Note, Section 9 (Adjustments) and Section 23 (Notices; Currency; Payments) of the First A&R Note, and Section 9 (Adjustments) and Section 23 (Notices; Currency; Payments) of the Second A&R Note, the parties hereto agree that: |
| a. | The Company will provide notice, in accordance with Section 3(a) herein, to Glencore on each day on which Common Shares are issued and sold pursuant to the ATM Offering, which notice shall set forth the number of Common Shares sold and price at which they were sold; and |
| b. | The Company will within five Business Days of the closing of any quarterly selling period under the ATM Offering, in line with the Company’s quarterly trading window pursuant to its insider trading policy, provide Glencore with (i) a reasonably detailed calculation setting forth the adjustment to the Conversion Price (as defined in each of the Notes) and (ii) the actual issued and outstanding Common Shares of the Company as of the date such calculation is provided to Glencore; provided, however, that notwithstanding the foregoing, if requested by Glencore, the Company shall provide the information required by this Section 1(b) promptly upon request. |
| 2. | Effectiveness of Adjustments. The parties agree that, notwithstanding the agreement of the parties in Section 1 with respect to the timing of the required notice, the Conversion Price of each respective Note shall be deemed to have been automatically adjusted on each date on which an issuance of Common Shares by the Company pursuant to the ATM Offering requires an anti-dilution adjustment to the Conversion Price of each Note pursuant to the terms of each respective Note. |
| 3. | Miscellaneous. |
| a. | Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt by the recipient, when delivered personally; (ii) upon receipt by the recipient, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be: |
| b. | Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither Glencore nor the Company shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto. |
| c. | Governing Law. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of law principles that would require the application of any other law. |
| d. | Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other Applicable Law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand. |
| e. | Entire Agreement. This Agreement, together with each Note, shall constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between or among the parties, with respect to the subject matter hereof. |
| f. | Amendment; Waiver. No provision of this Agreement may be amended other than by an instrument in writing signed by each of the parties hereto. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. |
| g. | Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. |
| LI-CYCLE HOLDINGS CORP. | ||
By: | /s/ Ajay Kochhar | |
| Name: | Ajay Kochhar | |
| Title: | Chief Executive Officer | |
By: | /s/ Craig Cunningham | |
| Name: | Craig Cunningham | |
| Title: | Chief Financial Officer | |
| GLENCORE CANADA CORPORATION | |||
By: | /s/ Michael Boone | ||
Name: | Michael Boone | ||
Title: | Director | ||
