EX-4.1





 Exhibit 4.1 

CONVERTIBLE NOTE 
 NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE
SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. 
 THIS SECURITY AND
THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE ARE FURTHER SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 14 HEREOF, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
THEREWITH. 
 LI-CYCLE HOLDINGS CORP. 

CONVERTIBLE NOTE 
  

					
	 Issuance Date: May 31, 2022
	  	 
	Original Principal Amount:
$200,000,000.00	 
 
		
	 (the “Issuance Date”)
	  			

 FOR VALUE RECEIVED, Li-Cycle Holdings Corp., a company existing under the laws
of the Province of Ontario, Canada (the “Company”), hereby promises to pay to the order of Glencore Ltd., a Swiss company having an office at 330 Madison Ave., New York, NY 10017, or its permitted assigns (the
“Holder”) the amount set forth above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to PIK, redemption, conversion or otherwise in accordance with the terms of this Convertible Note,
the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate on each Interest Date until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This
Convertible Note (including any convertible note issued in exchange, transfer or replacement hereof in accordance with Section 15, this “Note”) is issued pursuant to the note purchase agreement (the
“Note Purchase Agreement”) dated as of May 5, 2022 between the Company and the Holder, as amended from time to time. Certain capitalized terms used herein are defined in Section 28. Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement. 

  
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	1.	 PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash
representing all outstanding Principal, together with all accrued and unpaid Interest (if any) on such Principal on the Maturity Date. 


  

	2.	 INTEREST; INTEREST RATE. 



 

	 	(a)	 Interest on this Note shall (i) commence accruing on the Issuance Date, (ii) be computed on the basis
of actual number of days in a 360-day year, and (iii) be payable in cash or PIK (as defined below) on the first Trading Day of each semi-annual period in which Interest accrues hereunder in respect of the
interest accrued during the immediately preceding semi-annual period (each, an “Interest Date”) beginning on May 31, 2022 in accordance with the terms of this Note. All such Interest shall accrue at the Interest Rate. In the case of
a conversion in accordance with Section 4, a redemption in accordance with Section 5 or any required payment upon a Change of Control Transaction or Event of Default, in each case, prior to the
payment of Interest on an Interest Date, accrued and unpaid Interest on this Note as of the date of any such event shall be payable by way of inclusion of such Interest in the Conversion Amount or the Redemption Price, as applicable, on the
applicable date of conversion or Redemption Date. 


  

	 	(b)	 Subject to Applicable Law, if at any time required under the terms and conditions of this Note with respect to
Interest due and payable hereunder, such amounts shall be paid in cash, or, at the option of the Company with no less than five (5) Business Days’ notice, prior to the applicable Interest Date, in writing to the Holder, may be paid in
additional Notes (such amount to be paid in additional Notes hereunder, each, a “PIK Amount”). In the event any such PIK Amount is due hereunder, a new note shall be issued on the applicable Interest Date having the same terms as
this Note (each, a “PIK”), except that the principal amount shall be equal to the PIK Amount and the issuance date of the new note shall be the applicable Interest Date. Notwithstanding the foregoing, Interest must be paid in cash
in the event that shareholder approval would be required in order to issue the Common Shares upon conversion of such additional Notes in respect of any PIK Amount. 



 

	 	(c)	 For purposes of the Interest Act (Canada), whenever any Interest under this Note is calculated using a rate
based on a year of 360 days the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (i) the applicable rate based on a year of 360 days (ii) multiplied by the actual number of days in the
calendar year in which the period for which such Interest is payable (or compounded) ends, and (iii) divided by 360. The principle of deemed reinvestment of interest does not apply to any Interest calculation under this Note and the rates of
Interest stipulated in this Note are intended to be nominal rates and not effective rates or yields. 



  
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	 	(d)	 If any provision of this Note or of any of the other Transaction Documents would obligate the Company to make
any payment of Interest or any other amount payable to the Holder in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Holder of interest at a criminal rate (as such terms are construed
under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited
by Applicable Law or so result in a receipt by the Holder of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: firstly, by reducing the amount or rate of interest required to be paid to the Holder
under the applicable Transaction Document, and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Holder which would constitute “interest” for purposes of Section 347 of the Criminal
Code (Canada). 


  

	3.	 TAX WITHHOLDING. The Company shall be entitled to deduct and withhold any applicable taxes or similar
charges (including without limitation interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of the Canadian government or of any province or territory thereof or any authority or agency therein or thereof or by
any state, local or foreign tax law having power to tax, including pursuant to the Income Tax Act (Canada) (the “Tax Act”), from any payment to be made on or in connection with this Note (including in connection with a
conversion, redemption or repayment of this Note), the Company remits such withheld amount to such government authority or agency and files all required forms in respect thereof and, at the same time, provides copies of such remittance and filing to
the Holder, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Company’s obligations under this Note. 



 

	4.	 CONVERSION OF NOTE. This Note shall be convertible, in whole or in part, into validly issued, fully paid
and non-assessable Common Shares, on the terms and conditions set forth in this Section 4. 


  

	 	(a)	 Holder Conversion Right. The Holder shall be entitled at its option at any time to convert all or a
portion of the Conversion Amount into validly issued, fully paid and non-assessable Common Shares at the Conversion Rate. To convert any Conversion Amount into Common Shares on any Trading Day (the date of
such conversion, a “Conversion Date”), the Holder shall deliver, for receipt by no earlier than 4:00 p.m. New York time, and no later than 11:59 p.m., New York time, on the Conversion Date, a copy of an executed notice of conversion
in the form attached hereto as Exhibit I (the “Holder Conversion Notice”) to the Company, which Holder Conversion Notice shall set forth (i) the Conversion Amount, (ii) the detailed calculation of the accrued
and unpaid Interest included in the Conversion Amount as of the Conversion Date, and (iii) the detailed calculation of the number of Common Shares required to be delivered in respect of such Holder Conversion Notice. 



 

	 	(b)	 [Reserved]. 


  

	 	(c)	 Mechanics of Conversion. 



  
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	 	(i)	 Satisfaction of Conversion. Any conversion in accordance with this Section 4
shall be deemed satisfied upon delivery of the appropriate number of Common Shares to the Holder by the end of the third Trading Day after a Holder Conversion Notice is delivered (the “Conversion Share Delivery Deadline”). For
greater certainty, the day that the Holder Conversion Notice is delivered does not count as a Trading Day. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the
record holder or holders of such Common Shares on the Conversion Date. 


  

	 	(ii)	 Return of Note. Following a conversion of this Note in accordance with this
Section 4, the Holder shall as soon as practicable and in no event later than two (2) Business Days after such conversion and at its own expense, surrender this Note to a nationally recognized overnight delivery
service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). If this Note is physically surrendered for
conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business Days after receipt
of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 15(d)) representing the outstanding Principal not converted. 



 

	 	(iii)	 The Company shall not issue any fraction of a Common Share upon any conversion. If the conversion would result
in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Shares down to the nearest whole share. 


  

	 	(d)	 Market Regulation. The Company shall only issue Common Shares upon conversion of this Note or otherwise
pursuant to the terms of this Note to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the rules or regulations of any Eligible Market on which the
Common Shares are then listed (including without limitation Section 312.03(c) of the NYSE Listed Company Manual), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its shareholders as
required by the applicable rules of any Eligible Market on which the Common Shares are then listed for issuances of Common Shares in excess of such amount or (ii) obtains a written opinion from counsel to the Company that such approval is not
required. In the event that shareholder approval is required with respect to the issuance of Common Shares upon conversion of this Note (or otherwise pursuant to the terms of this Note) under the rules or regulations of any Eligible Market on which
the Common Shares are then listed, as contemplated by clause (i) above, the Company shall use its reasonable best efforts to promptly obtain such approval. For the avoidance of doubt, the Company’s
non-compliance with the limitations contained in this Section 4(d) shall not constitute an Event of Default or breach of this Note by the Company, and the Company shall not have any
liability under this Note resulting therefrom. 



  
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	 	(e)	 Antitrust and Foreign Investment Laws. The Company shall only issue Common Shares upon conversion of
this Note or otherwise pursuant to the terms of this Note to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the “HSR Act”) or any antitrust laws of other jurisdictions or any foreign investment laws applicable in connection with the issuance of the Common Shares upon conversion of this Note, except that such
limitation shall not apply in the event that (i) the Holder (and, if applicable, the Company) obtains the necessary regulatory approvals as required by any applicable antitrust laws or foreign investment laws or (ii) the Holder (and, if
applicable, the Company) obtains a written opinion from counsel to the Holder (or, in the case of the Company, counsel to the Company) that such approval(s) are not required. For the avoidance of doubt, the Company’s non-compliance with the limitations contained in this Section 4(e) shall not constitute an Event of Default or breach of this Note by the Company, and the Company shall not have any
liability under this Note or otherwise resulting therefrom, but in the event that conversion of this Note requires any filing or approval under the HSR Act or any applicable antitrust laws of any other jurisdiction and any foreign investment laws
the Holder and, if applicable, the Company shall endeavor to make such filings and obtain such approval in accordance with, and subject to the limitations set forth in, Section 5(h) of the Note Purchase Agreement. 



 

	5.	 OPTIONAL REDEMPTION BY THE COMPANY. 



 

	 	(a)	 Redemption Right. The Company shall be entitled to redeem (an “Optional Redemption”)
all, but not less than all, of this Note at any time for a cash purchase price (the “Optional Redemption Price”) equal to the sum of: 


  


	 	(i)	 100% of the Principal; plus 



 

	 	(ii)	 all accrued and unpaid Interest on this Note as of the Redemption Date (as defined below).



  

	 	(b)	 Mechanics of Redemption. 



 

	 	(i)	 Optional Redemption Notice. To exercise its redemption right pursuant to this
Section 5, the Company shall deliver to the Holder, a copy of an executed notice of redemption in the form attached hereto as Exhibit II (when used in connection with a redemption pursuant to this
Section 5, the “Optional Redemption Notice”), which Optional Redemption Notice shall set forth (i) the Optional Redemption Price and (ii) detailed calculations of the Principal plus accrued and
unpaid Interest included in the Optional Redemption Price as of the Redemption Date. 



  
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	 	(ii)	 Satisfaction of Redemption. Any redemption on a Redemption Date in accordance with this
Section 5 shall be deemed satisfied upon payment of the Optional Redemption Price in cash to the Holder by the end of the third Trading Day after the Optional Redemption Notice is delivered. For greater certainty, the day
that the Optional Redemption Notice is given shall not count as a Trading Day. 


  

	 	(iii)	 Return of Note. Following a redemption of this Note in accordance with this
Section 5, the Holder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Optional Redemption Price and at its own expense surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). 



 

	 	(iv)	 Conversion Prior to Redemption. Holder may convert this Note at its option pursuant to
Section 4(a) hereof at any time after receipt of an Optional Redemption Notice and prior to payment of the Optional Redemption Price. 



 

	 	(c)	 Warrants. 


  

	 	(i)	 The Company shall not issue an Optional Redemption Notice under Section 5(b)(i)
unless the Company has prior to the issuance of the Optional Redemption Notice obtained shareholder approval, to the extent required, under Applicable Law and, for the avoidance of doubt, rules and regulations of any Eligible Market, to issue the
Holder the number of Redemption Warrants (as defined herein) as contemplated by Section 5(c)(ii) and the number of Common Shares on exercise of such Redemption Warrants. 



 

	 	(ii)	 Provided the Holder has not elected to convert this Note in whole into Common Shares in accordance with
Section 5(b)(iv) following receipt of an Optional Redemption Notice, the Company shall issue to the Holder, on the date of redemption of this Note, a number of share warrants of the Company (the “Redemption
Warrants”) entitling the Holder to acquire a number of Common Shares equal to the Principal redeemed divided by the then applicable Conversion Price and expiring on the Maturity Date. The initial exercise price of the Redemption Warrants
will be equal to the applicable Conversion Price as of the date of redemption of this Note. The form of Warrant certificate for such Redemption Warrants is attached hereto as Exhibit III. The Holder shall have the right to reasonably request
that the Company deliver, upon issuance of the Redemption Warrants, customary opinions of counsel, in form and substance substantially as set forth in Exhibit D to the Note Purchase Agreement. 



  
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	6.	 RIGHTS UPON EVENT OF DEFAULT. 



 

	 	(a)	 Events of Default. Each of the following events shall constitute an “Event of Default”:



  

	 	(i)	 default in any payment of interest on this Note when due and payable that has continued for a period of thirty
(30) days; 


  

	 	(ii)	 default in the payment of Principal when due and payable on the Maturity Date, upon Optional Redemption by the
Company or upon declaration of acceleration hereunder; 


  

	 	(iii)	 failure by the Company to comply with its obligation to convert this Note in accordance with this Note upon
exercise of the Holder’s conversion right in accordance with the terms hereof and such failure continues for a period of five (5) Business Days; 


  

	 	(iv)	 failure by the Company to comply with its obligation to redeem the Note upon a Change of Control Transaction
that has continued for a period of ten (10) days; 


  

	 	(v)	 failure by the Company for sixty (60) days after written notice from the Holder has been received by the
Company to comply with any of its other agreements contained in this Note, the Note Purchase Agreement or the Registration Rights Agreement; 


  

	 	(vi)	 (A) any “Event of Default” (howsoever defined) under the 2021 Convertible Note, or (B) default
by the Company or any subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed of $100,000,000 or
more (or its foreign currency equivalent) in the aggregate of the Company or such subsidiary, whether such indebtedness now exists or shall hereafter be created, (1) resulting in such indebtedness becoming or being declared due and payable
prior to its stated maturity date or (2) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration
of acceleration or otherwise, and in the cases of clauses (1) and (2), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or
discharged, as the case may be, within thirty (30) days after written notice of such default to the Company by the Holder; 


  

	 	(vii)	 one or more final, non-appealable judgments or orders is rendered
against the Company or any subsidiary of the Company, which requires the payment in money by the Company or any subsidiary of the Company, individually or in the aggregate, of an amount (net of amounts covered by insurance or bonded) in excess of
$150,000,000, and such judgment or judgments have not been satisfied, stayed, paid, discharged, vacated, bonded, annulled or rescinded within thirty (30) days after the later of (A) the date on which the right to appeal thereof has expired
if no such appeal has commenced, and (B) the date on which all rights to appeal have been extinguished; 



  
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	 	(viii)	 commencement by the Company or a Significant Subsidiary of a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to the Company or a Significant Subsidiary or their respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or a Significant Subsidiary or any substantial part of their respective property, or shall consent to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; 


  

	 	(ix)	 an involuntary case or other proceeding having been commenced against the Company or a Significant Subsidiary
seeking liquidation, reorganization or other relief with respect to the Company or a Significant Subsidiary or their respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the Company or a Significant Subsidiary or any substantial part of their respective property, and such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of thirty (30) consecutive days; or 


  

	 	(x)	 the Common Shares cease to be listed on an Eligible Market. 



 

	 	(b)	 Notice of Default; Accelerated Redemption Right. Upon the occurrence of a Default with respect to this
Note the Company shall within three (3) Business Days deliver written notice thereof (a “Default Notice”) to the Holder that includes (i) a reasonable description of the applicable Default, (ii) a certification as to
whether, in the opinion of the Company, such Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Default and (iii) a certification as to the date the Default occurred
and, if cured on or prior to the date of such Default Notice, the applicable Event of Default Right Expiration Date (as defined below). At any time after the earlier of (A) the Holder’s receipt of a Default Notice and the subsequent
occurrence of an Event of Default and (B) the Holder becoming aware of an Event of Default and ending (such ending date, the “Event of Default Right Expiration Date”) on the twentieth (20th) Trading Day after the later of
(x) the date such Default is cured and (y) the Holder’s receipt of a Default Notice and the subsequent occurrence of an Event of Default, the Holder may require the Company to redeem (unless such Event of Default has been cured on or
prior to 



  
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the Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which
Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 6(b)
shall be redeemed by the Company for a cash purchase price equal to the Forced Redemption Price. Any redemption upon an Event of Default in accordance with this Section 6(b) shall not constitute an election of remedies
by the Holder, and all other rights and remedies of the Holder shall be preserved. 

  

	 	(c)	 Satisfaction of Accelerated Redemption. The Company’s obligation to redeem in accordance with this
Section 6 shall be deemed satisfied upon payment of the Forced Redemption Price in cash to the Holder by the end of the fifth Trading Day after the Event of Default Redemption Notice is given. For greater certainty, the day
that the Event of Default Redemption Notice is given does not count as a Trading Day. 


  

	 	(d)	 Return of Note. Following a redemption of this Note in accordance with this
Section 6, the Holder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Forced Redemption Price and at its own expense surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). 



 

	 	(e)	 In addition to the foregoing: 



 

	 	(i)	 Automatic Acceleration. If an Event of Default set forth in Section 6(a)(viii) or
Section 6(a)(ix) occurs, then the Principal of, and all accrued and unpaid interest and Make-Whole Amount on, this Note will immediately become due and payable without any further action or notice by any Person. 



 

	 	(ii)	 Optional Acceleration. If an Event of Default (other than an Event of Default set forth in
Section 6(a)(viii) or Section 6(a)(ix)) occurs and is continuing, then the Holder may, by notice to the Company, declare the Principal, and all accrued and unpaid Interest on, this Note to become due and payable immediately.



  

	 	(iii)	 Rescission of Acceleration. Notwithstanding anything to the contrary in this Note, the Holder, by notice
to the Company, may rescind any acceleration of this Note and its consequences if (A) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (B) all existing Events of Default (except the non-payment of Principal of, or Interest on, this Note that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right
consequent thereto. 



  
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	7.	 RIGHTS UPON CHANGE OF CONTROL TRANSACTION. 



 

	 	(a)	 Mandatory Redemption upon Change of Control Transaction. Upon the consummation of a Change of Control
Transaction, the Company shall redeem all, but not less than all, of this Note remaining outstanding and unconverted at such time for a cash purchase price equal to the Forced Redemption Price (a “Mandatory Redemption”).



  

	 	(b)	 Mechanics of Redemption. 



 

	 	(i)	 Redemption Notice. Upon a redemption by the Company pursuant to this
Section 7, the Company shall deliver to the Holder, a copy of an executed notice of redemption in the form attached hereto as Exhibit II (when used in connection with a redemption pursuant to this
Section 7, the “CoC Redemption Notice”) to the Holder, which CoC Redemption Notice shall, for greater certainty, set forth (i) the Forced Redemption Price and (ii) calculations of the accrued and
unpaid Interest and Make-Whole Amount included in the Forced Redemption Price as of the Redemption Date. 


  

	 	(ii)	 Satisfaction of Redemption. Any redemption on a Redemption Date in accordance with this
Section 7 shall be deemed satisfied upon payment of the Forced Redemption Price in cash to the Holder by the end of the third Trading Day after the CoC Redemption Notice is given. For greater certainty, the day that the CoC
Redemption Notice is given does not count as a Trading Day. 


  

	 	(iii)	 Return of Note. Following a redemption of this Note in accordance with this
Section 7, the Holder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Forced Redemption Price and at its own expense surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). 



 

	 	(iv)	 Conversion Prior to Redemption. Holder may convert this note at its option pursuant to
Section 4(a) hereof at any time after receipt of a CoC Redemption Notice and prior to payment of the Forced Redemption Price. 


  

	8.	 ADJUSTMENTS. 


  


	 	(a)	 If and whenever, at any time after the Issuance Date and prior to the Maturity Date, the Company shall:
(i) subdivide or re-divide its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common
Shares; (iii) issue options, rights, warrants or similar securities to the holders of 



  
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all of the outstanding Common Shares; or (iv) issue Common Shares or securities convertible into Common Shares to the holders of all of the outstanding Common Shares by way of a dividend or
distribution; the number of Common Shares issuable upon conversion of this Note on the date of the subdivision, re-division, reduction, combination or consolidation or on the record date for the issue of
options, rights, warrants or similar securities or on the record date for the issue of Common Shares or securities convertible into Common Shares by way of a dividend or distribution, as the case may be, shall be adjusted so that the Holder shall be
entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or been entitled to receive after the happening of any of the events described in this Section 8(a) had
this Note been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustments made pursuant to this Section 8(a) shall become effective immediately after the effective
time of such event retroactive to the record date, if any, for such event. 

  

	 	(b)	 If and whenever at any time after the Issuance Date and prior to the Maturity Date, there is a reclassification
of the Common Shares or a capital reorganization of the Company other than as described in Section 8(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Company with or into any other
Person or other entity or acquisition of the Company or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Company as
an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned subsidiary of the Company) or other entity or a liquidation, dissolution or winding-up of the
Company (in any of the foregoing cases, that is not a Change of Control Transaction), the Holder, if it has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation,
amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to
receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount of cash or the number of shares or other securities or property of the Company or of the Person or other entity resulting from such
merger, amalgamation, arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or
winding-up, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange,
acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of
the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of its conversion right at the Conversion Price. 



  
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	 	(c)	 If, and whenever at any time after the Issuance Date and prior to the Maturity Date, the Company shall issue
Additional Shares of Common Stock, without consideration or for a consideration per share less than Fair Market Value as of the date of issue thereof, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated
to the nearest one-hundredth of a cent) determined in accordance with the following formula: 



CP2 = CP1* (A + B) ÷ (A + C). 

For purposes of the foregoing formula, the following definitions shall apply: 

 

	 	(i)	 “CP2” shall mean the Conversion Price in effect immediately after such issue of Additional Shares of
Common Stock; 


  

	 	(ii)	 “CP1” shall mean the Conversion Price in effect immediately prior to such issue of Additional Shares
of Common Stock; 


  

	 	(iii)	 “A” shall mean the number of Common Shares outstanding immediately prior to such issue of Additional
Shares of Common Stock (treating for this purpose as outstanding all Common Shares issuable upon exercise of options outstanding immediately prior to such issue or upon conversion or exchange of securities or notes convertible into Common Shares
outstanding immediately prior to such issue); 


  

	 	(iv)	 “B” shall mean the number of Common Shares that would have been issued if such Additional Shares of
Common Stock had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company (as determined in good faith by the Company’s board of directors) in respect of such issue by CP1); and



  

	 	(v)	 “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.



  

	 	(d)	 If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for
Common Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the 1934 Act), and the value (determined as of the Expiration
Time by the Company’s board of directors) of the cash and other consideration paid per Common Share in such tender or exchange offer exceeds the last reported sale price per Common Share on the Trading Day immediately after the last date (the
“Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula: 



 
 



 

  
 12 













 where: 
  

	 	CR0	 =the Conversion Rate in effect immediately before the close of business on the last Trading Day of the
Tender/Exchange Offer Valuation Period for such tender or exchange offer; 


  

	 	CR1	 =the Conversion Rate in effect immediately after the close of business on the last Trading Day of the
Tender/Exchange Offer Valuation Period; 


  

	 	AC	 =the aggregate value (determined as of the time (the “Expiration Time”) such tender or
exchange offer expires by the Company’s board of directors) of all cash and other consideration paid for Common Shares purchased or exchanged in such tender or exchange offer; 



 

	 	OS0	 =the number of Common Shares outstanding immediately before the Expiration Time (including all Common Shares
accepted for purchase or exchange in such tender or exchange offer); 


  

	 	OS1	 =the number of Common Shares outstanding immediately after the Expiration Time (excluding Common Shares
accepted for purchase or exchange in such tender or exchange offer); and 


  

	 	SP	 =the average of the last reported sale prices per Common Shares over the ten (10) consecutive Trading Day
period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date; 



provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this
Section 8(d), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 8(d), if the Conversion Date for this Note to be
converted occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Price for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to
consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date. To the extent such tender or exchange offer is announced but not consummated
(including as a result of the Company being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of Common Shares in such tender or exchange offer are rescinded, the Conversion Rate will be
readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Common Shares, if any, actually made, and not rescinded, in such tender or exchange offer. 

  
 13 














	 	(e)	 If, and whenever at any time after the Issuance Date and prior to the Maturity Date, the Company shall make or
issue, or fix a record date for the determination of holders of Common Shares entitled to receive (and subsequently make or issue), a dividend or other distribution payable in cash or other property not involving Common Shares or securities
convertible into Common Shares (which is the subject of Section 8(a)), then and in each such event the Holder of this Note shall receive, and shall accept, upon the conversion of this Note into Common Shares, a dividend or
other distribution of such cash or other property in an amount equal to the amount of such cash or other property as it would have received if this Note had been converted into Common Shares on the date of such event. 



 

	 	(f)	 On the occurrence of any reclassification of, or other change in, the outstanding Common Shares or any other
event which is not a Change of Control Transaction or addressed in Section 8(a), 8(b), 8(c), 8(d) or 8(e) (each, an “Unanticipated Event”), the parties will, in good faith, make
such further adjustments and changes and take all necessary actions, subject to the approval of the Holder, so as to ensure that the Holder receives, upon the conversion of this Note occurring at any time after the date of the occurrence of the
Unanticipated Event, such shares, securities, rights, cash or property that the Holder would have received if, immediately prior to the date of such Unanticipated Event, the Holder had been the registered holder of the number of Common Shares to
which the Holder would be entitled upon the conversion of this Note into Common Shares. 


  

	 	(g)	 The adjustments provided for in Sections 8(a), 8(b), 8(c), 8(d), 8(e) and
8(f) are cumulative and will be made successively whenever an event referred to therein occurs. 


  

	 	(h)	 If at any time a question or dispute arises with respect to the adjustments provided for in Sections
8(a), 8(b), 8(c), 8(d), 8(e) or 8(f), such question or dispute will be conclusively determined by a firm of nationally recognized chartered professional accountants appointed by the Company (who may be the
auditors of the Company) and acceptable to the Holder. Such accountants shall have access to all necessary records of the Company and any such determination will be binding upon the Company and the Holder. 



 

	 	(i)	 The Company shall, from time to time immediately after the occurrence of any event which requires an adjustment
or re-adjustment as provided in Sections 8(a), 8(b), 8(c), 8(d), 8(e) or 8(f), deliver a certificate of the Company to the Holder specifying the nature of the event
requiring the same and the amount of the necessary adjustment (or, in the case of Section 8(e), entitlement to cash or other property upon conversion) and setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based, and, if reasonably required by the Holder, such certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered professional
accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder. 



  
 14 














	 	(j)	 Notwithstanding anything to the contrary in Sections 8(a), 8(b), 8(c), 8(d),
8(e) or 8(f), if the Holder would otherwise be entitled to receive, upon the exercise of its right of conversion, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes
of clause 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 (“Ineligible Consideration”), the Holder shall not be entitled to receive such Ineligible Consideration and the Company or the
successor or acquiror, as the case may be, shall have the right (at the sole option of the Company or the successor or acquiror, as the case may be) to deliver to the Holder “prescribed securities” for the purposes of clause
212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 with a market value (as conclusively determined by the board of directors of the Company) equal to the market value of such Ineligible Consideration.



  

	9.	 HOLDER CONSENT RIGHT OVER DEBT INCURRENCE. 



The Company agrees that it shall not incur additional Indebtedness without the consent of the Holder, which consent shall not be unreasonably
withheld, conditioned or delayed, other than: 
  

	 	(a)	 Indebtedness incurred during any rolling 12-month period that does not
exceed $75,000,000 individually or in the aggregate; 


  

	 	(b)	 Indebtedness incurred in the ordinary course of business, including trade payables and intercompany debt;



  

	 	(c)	 Indebtedness incurred in connection with any agreement entered into with the DOE Loans Program Office; or



  

	 	(d)	 Indebtedness incurred in connection with any agreement entered into with the Export Development Canada Project
Finance and Sustainable Development Technology Canada. 


  

	10.	 COVENANTS 


  

	 	(a)	 Covenant to Pay. The Company will pay or cause to be paid all the Principal of, the Redemption Price
for, Interest on, and other amounts due with respect to, this Note on the dates and in the manner set forth in this Note. 


  

	 	(b)	 Amendments to 2021 Convertible Note. If, on or after the date of issuance of the 2021 Convertible Note,
any term of the 2021 Convertible Note has been or is amended or modified in a manner that is favorable to the holder thereof, the Company shall simultaneously offer to amend or modify this Note to reflect similar terms and, if Holder accepts such
offer, the Company shall promptly effect such amendment or modification. 



  
 15 














	 	(c)	 Corporate Existence. Subject to Section 7, until the Reference Date, the
Company shall do or cause to be done, at its own cost and expense, all things necessary to preserve and keep in full force and effect its corporate existence in accordance with the organizational documents (as the same may be amended from time to
time) of the Company. 


  

	 	(d)	 Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (i) agrees
that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of
this Note; and (ii) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder by this Note, but will suffer and
permit the execution of every such power as though no such law has been enacted. 


  

	 	(e)	 Payment of Taxes. Until the Reference Date, the Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or its properties except
(i) where the failure to effect such payment or discharge is not adverse in any material respect to the Holder or (ii) where such taxes are being contested in good faith and by appropriate negotiations or proceedings and with respect to
which appropriate reserves have been taken in accordance with applicable accounting standards. 


  

	11.	 VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by
Applicable Law (including the Business Corporations Act (Ontario)). 


  

	12.	 ADDITIONAL COVENANTS. Until the Reference Date, the Company shall comply with those covenants as set
forth in Section 5 of the Note Purchase Agreement and the Registration Rights Agreement. 


  

	13.	 AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Holder shall be required for any
change, modification, waiver or amendment to this Note. Any change, amendment, modification or waiver so approved shall be binding upon all existing and future holders of this Note. 



 

	14.	 TRANSFER. 


  

	 	(a)	 The Company shall maintain a register (the “Register”) for the recordation of the name and
address of the Holder and the principal amount of this Note and Interest accrued and unpaid thereon (the “Registered Note”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The
Company shall treat the Holder for all purposes (including the right to receive payments of Principal and Interest hereunder) as the owner hereof 



  
 16 














	 	
notwithstanding notice to the contrary, however, that upon its receipt of a written request to assign, transfer or sell all or part of the Registered Note by the Holder to a Permitted Transferee,
the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or
transferee pursuant to Section 15; provided, however, that the Company will not register any assignment, transfer or sale of this Note not made in accordance with Regulation S or pursuant to registration under the 1933 Act
or an available exemption therefrom. Notwithstanding anything to the contrary set forth in this Section 14, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be
required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated
by Section 4(c)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Holder Conversion Notice) requesting reissuance of this Note upon physical surrender of this
Note. If the Company does not update the Register to record the Principal, Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be), then the Register shall be automatically deemed
updated to reflect such occurrence on the Business Day immediately prior to such occurrence. 

  

	 	(b)	 This Note may not be offered, sold, assigned or transferred (including through hedging or derivative
transactions) by the Holder other than to one or more Permitted Transferees in accordance with the provisions of Regulation S of the 1933 Act or pursuant to registration under the 1933 Act or an available exemption therefrom and by registration of
such assignment or sale on the Register. Notwithstanding the foregoing, upon the occurrence of an Event of Default pursuant to Section 6(a) (in the case of 6(a)(v), only in the event of material breaches) and for so long as such Event of
Default is continuing and has not been cured or waived, the Holder may offer, sell, assign or transfer this Note (including through hedging or derivative transactions) to any person in accordance with applicable law, and the Register shall be deemed
updated to reflect such offer, sale, assignment, transfer, hedge or derivative transaction on the date of such offer, sale, assignment, transfer, hedge or derivative transaction. 



 

	15.	 REISSUANCE OF THIS NOTE. 



 

	 	(a)	 Transfer. If this Note is to be transferred in accordance with the terms hereof, the Holder shall
surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 15(d)), registered as the Holder may request, representing the
outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 15(d)) to the Holder representing the outstanding
Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this Note following conversion or redemption of any portion of this Note, the outstanding Principal
represented by this Note may be less than the Principal stated on the face of this Note. 



  
 17 














	 	(b)	 Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance
with Section 15(d)) representing the outstanding Principal. 


  

	 	(c)	 Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by
the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 15(d) and in principal amounts of at least $5,000,000) representing in the aggregate the outstanding Principal of this
Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender. 


  

	 	(d)	 Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of
this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to
Section 15(a) or Section 15(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall
have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date. 


  

	16.	 REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in
this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In
addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights




  
 18 














	 	
or remedies under such documents or at law or equity. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any
other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to seek specific performance and/or temporary, preliminary and permanent injunctive or
other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the Holder
that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note. 

  

	17.	 PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an
attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any
bankruptcy, reorganization, receivership of the Company or other proceedings affecting the Holder’s rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or
action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or
limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof. 


  

	18.	 CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial
Holder and shall not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates
otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which they are found.
Unless expressly indicated otherwise, all section references are to sections of this Note. 


  

	19.	 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver
shall be effective unless it is in writing and signed by an authorized representative of the waiving party. 



  
 19 














	20.	 DISPUTE RESOLUTION. 



 

	 	(a)	 Submission to Dispute Resolution. 



 

	 	(i)	 In the case of a dispute relating to a Conversion Price or the arithmetic calculation of a Conversion Rate, the
Optional Redemption Price or the Forced Redemption Price (as the case may be) (including a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via
electronic mail or otherwise (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days after the Holder
learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Conversion Price or the arithmetic calculation of such Conversion Rate or such Redemption Price (as
the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company shall select an
independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holder. 



 

	 	(ii)	 The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute
submission so delivered in accordance with the first sentence of this Section 20 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York time,
by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the
immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the
Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written
documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the
Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written
documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the 



  
 20 














	 	
Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting
between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 

  

	 	(iii)	 The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and
notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between the Company and the
Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. 


  

	21.	 NOTICES; CURRENCY; PAYMENTS. 



 

	 	(a)	 Notices. Any notices, consents, waivers or other communications required or permitted to be given under
the terms of this Note 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: 



If to the Company: 
 Li-Cycle Holdings Corp. 
 207 Queen’s Quay West, Suite 590 

Toronto, Ontario M5J 1A7 

Attention: Ajay Kochhar 
 Email: ajay.kochhar@li-cycle.com 
 with a copy (which shall not constitute notice) to: 

Freshfields Bruckhaus Deringer LLP 

601 Lexington Avenue, 31st Floor 

New York, New York 10022 

Attention: Paul M. Tiger, Andrea M. Basham 

Email: Paul.Tiger@Freshfields.com 

Andrea.Basham@Freshfields.com 

  
 21 













 If to the Holder: 

Glencore Ltd. 
 330 Madison Ave.

 New York, NY 10017 

Attention: Legal Department 

Email: legalnotices@glencore-us.com 

with a copy to: 
 Glencore
International AG 
 Baarermattstrasse 3 

CH – 6340 Baar 
 Switzerland

 Attention: General Counsel 

Email: general.counsel@glencore.com 

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

Weil, Gotshal & Manges LLP 

767 5th Avenue 
 New York, NY
10153 
 Attention: Heather Emmel, David Avery-Gee 

Email: Heather.emmel@weil.com 

David.Avery-Gee@weil.com 

or to such other address or e-mail address and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clauses (i), (ii) or (iii) above, respectively. 

 

	 	(b)	 The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note,
including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) within three (3) Business Days after any
adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grant, issuances, or sales of any or rights to purchase shares, warrants, securities or other property to holders of Common Shares or
(C) for determining rights to vote with respect to any Change of Control Transaction, dissolution or liquidation, provided in each case that any material non-public information in any such notice shall be
made known to the public prior to or in conjunction with such notice being provided to the Holder. 



  
 22 














	 	(c)	 Calculation of Time. When computing any time period in this Note, the following rules shall apply:



  

	 	(i)	 the day marking the commencement of the time period shall be excluded but the day of the deadline or expiry of
the time period shall be included; 


  

	 	(ii)	 for time periods measured in Business Days, any day that is not a Business Day shall be excluded in the
calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Business Day, the deadline or time period shall be extended to the next following Business Day; 



 

	 	(iii)	 for time periods measured in Trading Days, any day that is not a Trading Day shall be excluded in the
calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Trading Day, the deadline or time period shall be extended to the next following Trading Day; 



 

	 	(iv)	 if the end date of any deadline or time period in this Note refers to a specific calendar date and that date is
not a Business Day, the deadline or time period shall be extended to the next Business Day following the specific calendar date; and 


  

	 	(v)	 when used in this Note the term “month” shall mean a calendar month. 



 

	 	(d)	 Currency. Unless otherwise specified or the context otherwise requires all dollar amounts referred to in
this Note are in United States Dollars (“U.S. Dollars”). 


  

	 	(e)	 Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note,
unless otherwise expressly set forth herein, such payment shall be made in U.S. Dollars by wire transfer of immediately available funds. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day,
the same shall instead be due on the next succeeding day which is a Business Day. 


  

	22.	 CANCELLATION. After all Principal, accrued and unpaid Interest, the Make-Whole Amount, if any, and other
amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued. 



 

	23.	 WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice,
presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, the Note Purchase Agreement and the Registration Rights Agreement. 



  
 23 














	24.	 GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of
this Note shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. The Company 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. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to
preclude a Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to a Holder or to enforce a judgment or other court ruling in favor of a Holder. EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT
HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 


  

	25.	 SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid
or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits
that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s). 



  
 24 














	26.	 MAXIMUM PAYMENTS. Without limiting Section 8(d) of the Note Purchase Agreement, nothing contained
herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by Applicable Law. In the event that the rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such Applicable Law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. 



 

	27.	 RANKING; SUBORDINATION. The Company, for itself, its successors and assigns, covenants and agrees, and
the Holder likewise covenants and agrees by its acceptance of this Note, that the obligations of the Company to make any payment on account of the principal of and interest on this Note shall be subordinate and junior in right of payment and upon
liquidation to the Company’s obligations to the holders of all Senior Debt of the Company now existing or hereinafter assumed. 


  

	28.	 CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:



  

	 	(a)	 “1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. 


  

	 	(b)	 “1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. 


  

	 	(c)	 “2021 Convertible Note” means the unsecured convertible note issued by the Company to Spring
Creek Capital, LLC pursuant to a note purchase agreement on September 29, 2021. 


  

	 	(d)	 “Additional Shares of Common Stock” shall mean all Common Shares or securities or notes
convertible or exchangeable for Common Shares issued by the Company after the Issuance Date, other than (1) the following Common Shares and (2) Common Shares deemed issued pursuant to the following options and securities or notes
convertible into or exchangeable for Common Shares: 


  

	 	(i)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued by way of a
dividend or distribution that is covered by Section 8(a); 


  

	 	(ii)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued to employees or
directors of, or consultants or advisors to, the Company or any of its subsidiaries, whether issued before or after the Issuance Date, pursuant to any option or incentive plan of the Company adopted by the board of directors of the Company (or any
predecessor governing body); and 



  
 25 














	 	(iii)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued upon the
exercise of options or warrants or Common Shares issued upon the conversion or exchange of securities or notes convertible into or exchangeable for Common Shares (including this Note (and any Note issued as PIK hereunder)) which are outstanding as
of the date hereof, in each case provided such issuance is pursuant to the terms of such option or warrants or securities or notes convertible into or exchangeable for Common Shares. 



 

	 	(e)	 “Affiliate” means, in relation to any Person (the “first named person”), any
other Person that controls, is controlled by or is under common control with the first named person; provided that, for greater certainty, the Company is not an Affiliate of the Holder or any of its subsidiaries for the purposes of this Note.



  

	 	(f)	 “Applicable Law” means all laws (statutory or common), rules, ordinances, regulations, grants,
concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having
application, directly or indirectly, to the Company, and includes the rules and policies of any stock exchange upon which the Company has securities listed or quoted. 



 

	 	(g)	 “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in New York City or the City of Toronto are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to
“stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City or the City of Toronto
generally are open for use by customers on such day. 


  

	 	(h)	 “Change of Control Transaction” means any of the following events: (i) a
“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or one or more employee benefit plans of the Company, files any report with the SEC indicating that such person or
group has become the direct or indirect “beneficial owner” (as defined below) of Common Shares representing more than fifty percent (50%) of the Company’s then outstanding Common Shares (other than Common Shares held by the Company as
treasury stock or owned by a subsidiary of the Company); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company, taken as a whole,
to any Person; or (B) any transaction or series of related transactions in 



  
 26 














	 	
connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or
otherwise) more than fifty percent (50%) of the outstanding Common Shares (other than Common Shares held by the Company as treasury stock or owned by a subsidiary of the Company) are exchanged for, converted into, acquired for, or constitute solely
the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Common Shares); provided, however, that any merger, consolidation, amalgamation,
arrangement, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction
directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the
parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control
Transaction pursuant to this clause (ii); (iii) the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (iv) the Common Shares cease to be listed on any Eligible Market. For the
purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.


  

	 	(i)	 “Common Shares” means (i) the Company’s common shares, (ii) any share capital
into which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares and (iii) for purposes of Section 8(a)(iv) only, the common shares or other securities
of any of the Company’s subsidiaries in addition to the common shares of the Company. 


  

	 	(j)	 “Conversion Amount” means the sum of (i) the portion of the Principal to be converted
with respect to which this determination is being made; and (ii) all accrued and unpaid Interest with respect to such portion of the Principal, if any. 


  

	 	(k)	 “Conversion Price” means, as of any Conversion Date or other date of determination, $9.95 per
Common Share, subject to adjustment as provided herein. 


  

	 	(l)	 “Conversion Rate” means the number of Common Shares issuable upon conversion of any Conversion
Amount pursuant to Section 4(a) determined by dividing (i) $1,000 by (ii) the Conversion Price. 


  

	 	(m)	 “Default” means any event that is (or, after notice, passage of time or both, would be) an
Event of Default. 


  

	 	(n)	 “Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or the OTC US Market so long as, in the case of the OTC US Market only, the market
capitalization of the Company is $150,000,000 or more. 



  
 27 














	 	(o)	 “Fair Market Value” means, with respect to any issuance of Additional Shares of Common Stock,
the volume weighted average price of the Common Shares for the seven (7) Trading Days immediately preceding the issue date of such Additional Shares of Common Stock. 



 

	 	(p)	 “Floating Rate” means, with respect to each Interest Date, the rate per annum equal to the sum
of (A) Term SOFR plus (B) 0.42826%; provided, that in no event shall the Floating Rate be less than 1% per annum nor more than 2% per annum. 


  

	 	(q)	 “Forced Redemption Price” means a cash purchase price equal to the sum of (i) 100% of the
Principal, (ii) accrued and unpaid Interest on this Note as of the Redemption Date and (iii) the Make-Whole Amount. 


  

	 	(r)	 “Indebtedness” shall mean (i) any indebtedness for borrowed money, including accrued
interest, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments, including accrued interest, (iii) obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities,
(iv) swaps, options, derivatives and other hedging arrangements or arrangements that will be payable upon termination thereof, and (v) any guaranty of any of the foregoing. For the avoidance of doubt, Indebtedness shall not include any
obligations as lessee under capitalized leases incurred in the ordinary course of business. 


  

	 	(s)	 “Ineligible Consideration” has the meaning given to such term in
Section 8(j).  


  

	 	(t)	 “Interest Date” has the meaning given to such term in
Section 2(a).  


  

	 	(u)	 “Interest Rate” means (i) the Floating Rate plus five percent (5%) per annum if interest
is to be paid in cash at the applicable Interest Date, and (ii) the Floating Rate plus six percent (6%) per annum if, at the option of the Company, interest is to be paid in PIK at the applicable Interest Date. 



 

	 	(v)	 “Make-Whole Amount” means, with respect to any required redemption pursuant to delivery of an
Event of Default Redemption Notice pursuant to Section 6(b) or any required redemption upon the consummation of a Change of Control Transaction pursuant to Section 7, the sum of the undiscounted
cash Interest payments that would have been payable under the Note beginning the day after such conversion or redemption through the Maturity Date but for the occurrence of such conversion or redemption. 



 

	 	(w)	 “Maturity Date” shall mean May 31, 2027. 



 

	 	(x)	 “Optional Redemption Notice” has the meaning given to such term in
Section 5(b)(i). 



  
 28 














	 	(y)	 “Optional Redemption Price” has the meaning given to it in
Section 5(a). 


  

	 	(z)	 “Permitted Transferees” means as to the Holder, any of the following: (i) if a natural
person, his/her ancestors, descendants, siblings, or spouse, any executor or administrator of his/her estate, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary primarily for the account of the Holder or
his/her ancestors, descendants, siblings, or spouse, whether step, in-law or adopted, and, in the case of any such trust or fiduciary, to the Holder who transferred this Note to such trust or fiduciary, but
only with respect to transfers made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy; (ii) if an entity, (A) the then-existing shareholders or other investors in the Holder in
connection with the dissolution or winding-up of the Holder, or (B) any Person in connection with any consolidation or reorganization of the Holder directly or indirectly with or into one or more other
investment vehicles; or (iii) any Affiliate of the Holder (other than any investment portfolio company of the Holder that is an Affiliate). 


  

	 	(aa)	 “Person” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. 


  

	 	(bb)	 “PIK” has the meaning given to such term in Section 2(b).



  

	 	(cc)	 “PIK Amount” has the meaning given to such term in Section 2(b).



  

	 	(dd)	 “Principal” has the meaning given to such term in the recitals hereto. 



 

	 	(ee)	 “Principal Market” means The New York Stock Exchange or any Eligible Market on which the
Company’s Common Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Company’s Common Shares trade) at the applicable time. 



 

	 	(ff)	 “Redemption Date” means the date on which the Note is redeemed pursuant to an Optional
Redemption by the Company, Mandatory Redemption upon a Change of Control Transaction or redemption due to an Event of Default. 


  

	 	(gg)	 “Redemption Price” means the cash purchase price for which the Note is to be redeemed pursuant
to an Optional Redemption, Mandatory Redemption upon a Change of Control or redemption due to an Event of Default. 


  

	 	(hh)	 “Registration Rights Agreement” means the registration rights agreement dated as of May 31,
2022 between the Company and the Holder, as amended from time to time. 


  

	 	(ii)	 “SEC” means the United States Securities and Exchange Commission or any successor thereto.




  
 29 














	 	(jj)	 “Senior Debt” means all present and future indebtedness for money borrowed of the Company from
institutional lenders, commercial credit companies, commercial banks, credit unions, government agencies and other commercial lenders, which may be, from time to time, incurred by the Company, including, but not limited to, any negotiable
instruments evidencing the same, all guaranties, debts, demands, monies, indebtedness, liabilities and obligations owed or to become owing, including interest, principal, costs, and other charges, and all claims, rights, causes of action, judgments,
decrees, remedies, or other obligations of any kind whatsoever and howsoever arising, whether voluntary, involuntary, absolute, contingent, direct, indirect, or by operation of law, which indebtedness does not by its terms rank pari passu
with or subordinate to this Note. 


  

	 	(kk)	 “Significant Subsidiary” means, with respect to any Person, any subsidiary of such Person that
constitutes, or any group of subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation
S-X under the 1934 Act) of such Person. 


  

	 	(ll)	 “SOFR” means a rate equal to the secured overnight financing rate as administered by the
Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). 


  

	 	(mm)	 “Tax Act” has the meaning given to such term in Section 3.



  

	 	(nn)	 “Term SOFR” means, for any calculation of Interest, the Term SOFR Reference Rate for a tenor
comparable to the interest period on the Note on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such interest period, as such
rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published
by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for
such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination
Day. 


  

	 	(oo)	 “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a
successor administrator of the Term SOFR Reference Rate selected by the Holder (in consultation with the Company) in its reasonable discretion). 


  

	 	(pp)	 “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.




  
 30 














	 	(qq)	 “Trading Day” means, as applicable, (i) with respect to all price or trading volume
determinations relating to the Common Shares, any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Shares, then on the principal securities exchange or
securities market on which the Common Shares are then traded, provided that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Common Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at
4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (ii) with respect to all determinations other than price determinations relating to the Common Shares, any day on which the
Principal Market (or any successor thereto) is open for trading of securities. 


  

	 	(rr)	 “Transaction Documents” means, collectively, this Note, the Note Purchase Agreement, and each
of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. 



 

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



 

	29.	 DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of
any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the
Company, the Company shall on or prior to 9:00 a.m., New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current
Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company, the Company so
shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately
upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company.



  

	30.	 ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is
not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such
information in the absence of a written non-disclosure agreement 



  
 31 














	 	
signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written
non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such
trading activity, and may disclose any such information to any third party. 

 [signature page follows] 

  
 32 













 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set
forth above. 
  

			
	LI-CYCLE HOLDINGS CORP.
		
	By:	 	/s/ Ajay Kochhar
	Name:	 	Ajay Kochhar
	Title:	 	Chief Executive Officer


  
 Signature Page –
Convertible Note 













 EXHIBIT I 

LI-CYCLE HOLDINGS CORP. HOLDER CONVERSION NOTICE 

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Li-Cycle Holdings
Corp., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of
the Note indicated below into Common Shares, no par value per share (the “Common Shares”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note. 

 

			
	Date of Conversion:	 	  

		
	Aggregate Principal to be converted:	 	  

		
	Aggregate accrued and unpaid Interest with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:	 	  

		
	AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:	 	  

	
	 Please confirm the following information:


  

			
	 Conversion Price:
	 	  


  

			
	 Number of Common Shares to be issued:
	 	  



  
 I-1 













 ☐ Check here if the Holder not a U.S. person (as defined in Regulation S) and is not acting for the
account or benefit of a U.S. Person. 
 Please issue the Common Shares into which the Note is being converted (in the form of uncertificated shares
represented by an electronic position) to Holder, or for its benefit, as follows: 
  

			
	 Issue to:
	 	 Name of registered holder:

		
		 	 Mailing Address:

		
		 	 Email Address:

		
		 	 Phone Number:


 ☐ Check here if requesting the shares be certificated (if permitted by law) and the delivery of a paper certificate to
the following mailing address: 
  

			
	Issue a certificate in paper form and deliver the certificate to:	 	  


 ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: 

 

			
		
	 DTC
	  	
	 Participant:
	  	  

		
	 DTC
	  	
	 Number:
	  	  

		
	 Account
	  	
	 Number:
	  	  

		
	 Date:
	  	
	
	 _____________ __,


  

	
	Name of Registered Holder


  
 I-2 














			
	By:	 	 
		 	Name:
		 	Title:
	Tax ID:	 	 
	
	E-mail Address:
	
	Phone Number:


  
 I-3 













 EXHIBIT II 

LI-CYCLE HOLDINGS CORP. REDEMPTION NOTICE 

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Li-Cycle Holdings
Corp., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to redeem 100% of the Note indicated below in exchange for
(as indicated below) cash as of the date specified below, and warrants to acquire Common Shares. Capitalized terms not defined herein shall have the meaning as set forth in the Note. 

 

			
	Date of Redemption:	 	  

		
	Aggregate Principal to be redeemed:	 	  

		
	Aggregate accrued and unpaid Interest with respect to such portion of the Aggregate Principal and such Aggregate Interest to be redeemed:	 	  

		
	AGGREGATE CONVERSION AMOUNT TO BE REDEEMED:	 	  

		
	Number of Redemption Warrants to be Issued:	 	  

		
	 Please confirm the following information:
	 	
		
	 Redemption Price:
	 	


  
 II-1 














			
	Pay to:	  	Name of registered holder:
		
		  	Mailing Address:
		
		  	Email Address:
		
		  	Phone Number:
		
		  	ABA Routing Number:
		
		  	 Account Number:

		
		  	 Attention:


  

			
	 Tax ID:
	 	  

	
	 E-mail Address:

	
	 Phone Number:



  
 II-2 













 EXHIBIT III 

FORM OF REDEMPTION WARRANT CERTIFICATE 

  
 III-1 














	
	Number: [•]

 WARRANTS 

THIS WARRANT CERTIFICATE SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR BELOW. 

THE WARRANTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. 
 Li-Cycle Holdings Corp. 

Incorporated Under the Laws of Ontario 

Warrant Certificate 
 This Warrant
Certificate certifies that [                 ], or registered assigns, is the registered holder (the “Holder”) of
[                 ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase common shares (“Common Shares”), of Li-Cycle Holdings Corp., an Ontario corporation (the “Company”). 
 This Warrant Certificate is issued in
connection with the redemption and cancellation of the convertible note issued by the Company to Glencore Ltd. as of [•], 2022 (the “Note”). 

Each Warrant entitles the Holder, upon exercise during the period set forth in this Warrant Certificate, to receive from the Company that number of fully paid
and nonassessable Common Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to this Warrant Certificate, payable in lawful money of the United States of America upon surrender of this
Warrant Certificate and payment of the Exercise Price at the principal office of the Company, located at 207 Queen’s Quay West, Suite 590, Toronto, Ontario M5J 1A7 (Attention: Ajay Kochhar; Email:
ajay.kochhar@li-cycle.com), subject to the conditions set forth herein. 
 Each whole Warrant is initially
exercisable for one fully paid and non-assessable Common Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a Holder would be entitled to receive a
fractional interest in a Common Share, the Company shall, upon exercise, round down to the nearest whole number the number of Common Shares to be issued to the Holder. 

The initial Exercise Price per one Common Share for any Warrant is equal to $[•]1 per share. The
Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in this Warrant Certificate. 
  

	1 	 NTD: Equal to the applicable Conversion Price as of the date of redemption of the Note. 



  
 III-2 













 Subject to the conditions set forth in this Warrant Certificate, the Warrants may be exercised only during
the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. 
 Reference is hereby made to the
further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York. 

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this ____ day of
                 ,
20                . 
  

	
	LI-CYCLE HOLDINGS CORP.
	
	By:
	
	  

	
	Name:
	Title:


  
 III-3 













 [Form of Warrant Certificate] 

[Reverse] 
  

	1.	 Terms and Exercise of Warrants. 



 

	 	1.1.	 Exercise Price. Each Warrant shall entitle the Holder thereof, subject to the provisions of this Warrant
Certificate, to purchase from the Company the number of Common Shares stated herein, at the price of $[•] per share, subject to the adjustments provided in Section 2 hereof and in the last sentence of this Section 1.1. The term
“Exercise Price” as used in this Warrant Certificate shall mean the price per share described in the prior sentence at which Common Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may
lower the Exercise Price at any time prior to the Expiry Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are
listed or Applicable Law); provided that the Company shall provide at least five days’ prior written notice of such reduction to Holders of the Warrants; and provided further, that any such reduction shall be identical among all
of the Warrants. 


  

	 	1.2.	 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the date hereof and terminating on the earliest to occur (the “Expiry Time”) of (i) 5:00 p.m., New York City time, on [•], 2027 (the “Exercise Period”) and (ii) immediately
prior to the closing of a Change of Control Transaction. Each Warrant not exercised on or before the Expiry Time shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Certificate shall cease at the Expiry
Time. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiry Time; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants. 


  

	 	1.3.	 Exercise of Warrants. 



 

	 	1.3.1.	 Payment. Subject to the provisions of this Warrant Certificate, a Warrant may be exercised by the Holder
thereof by delivering to the Company at its principal office (i) this definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry position, the Warrants to be exercised (the
“Book-Entry Warrants”) on the records of the applicable Warrant Agent (the “Agent”) to an account of the Company or its agent at the Agent designated for such purposes in writing by the Company to the Holder from
time to time, (ii) a subscription form (“Subscription Form”) for any Common Shares to be issued pursuant to the exercise of a Warrant, properly completed and executed by the Holder on the reverse of this definitive Warrant
Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Holder in accordance with the Agent’s procedures, and (iii) the payment in full of the Exercise Price for each Common Share as to which




  
 III-4 














	 	
the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Shares and the issuance of such Common
Shares, in lawful money of the United States, in good certified check or good bank draft payable to the order of the Company, or by transmitting same day payable funds in the lawful money of the United States by wire to such account as the Company
shall direct to the Holder. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office set forth herein in the manner provided in Section 12 (or to such other
address as the Company may notify the Holder). 

  

	 	1.3.2.	 Issuance of Common Shares on Exercise. As soon as practicable (and in any event within 5 Business Days)
after the exercise of any Warrant and the clearance of the funds in payment of the Exercise Price, the Company shall issue to the Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Common Shares to which it
is entitled, registered in such name or names as may be directed by him, her or it on the register of shareholders of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant
Certificate, as applicable, for the number of Common Shares as to which such Warrant shall not have been exercised. 


  

	 	1.3.3.	 Valid Issuance. All Common Shares issued upon the proper exercise of a Warrant in conformity with this
Warrant Certificate shall be validly issued, fully paid and nonassessable. 


  

	 	1.3.4.	 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for
Common Shares is issued and who is registered in the register of shareholders of the Company shall for all purposes be deemed to have become the holder of record of such Common Shares on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the register of shareholders of the Company or book-entry system of the Company are closed, such person shall be deemed to have become the holder of such Common Shares at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open. 


  

	 	1.3.5.	 Market Regulation. The Company shall only issue Common Shares upon exercise of the Warrants evidenced by
this Warrant Certificate or otherwise pursuant to the terms of this Warrant Certificate to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the rules or
regulations of any Eligible Market on which the Common Shares are then listed (including without limitation Section 312.03(c) of the NYSE Listed Company Manual), except that such limitation shall not




  
 III-5 














	 	
apply in the event that the Company (i) obtains the approval of its shareholders as required by the applicable rules of any Eligible Market on which the Common Shares are then listed for
issuances of Common Shares in excess of such amount or (ii) obtains a written opinion from counsel to the Company that such approval is not required. In the event that shareholder approval is required with respect to the issuance of Common
Shares upon exercise of the Warrants evidenced by this Warrant Certificate (or otherwise pursuant to the terms of this Warrant Certificate) under the rules or regulations of any Eligible Market on which the Common Shares are then listed, as
contemplated by clause (i) above, the Company shall use its reasonable best efforts to promptly obtain such approval. For the avoidance of doubt, the Company’s non-compliance with the limitations
contained in this Section 1.3.5 shall not constitute a breach of this Warrant Certificate by the Company, and the Company shall not have any liability under this Warrant Certificate resulting therefrom. 


 

	 	1.3.6.	 Antitrust and Foreign Investment Laws. The Company shall only issue Common Shares upon exercise of the
Warrants evidenced by this Warrant Certificate or otherwise pursuant to the terms of this Warrant Certificate to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without
violating the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or any antitrust laws of other jurisdictions or any foreign investment laws applicable in connection with the issuance of the Common Shares upon
exercise of the Warrants evidenced by this Warrant Certificate, except that such limitation shall not apply in the event that (i) the Holder (and, if applicable, the Company) obtains the necessary regulatory approvals as required by any
applicable antitrust laws or foreign investment laws or (ii) the Holder (and, if applicable, the Company) obtains a written opinion from counsel to the Holder (or, in the case of the Company, counsel to the Company) that such approval(s) are
not required. For the avoidance of doubt, the Company’s non-compliance with the limitations contained in this Section 1.3.6 shall not constitute a breach of this Warrant Certificate by the Company,
and the Company shall not have any liability under this Warrant Certificate or otherwise resulting therefrom, but in the event that exercise of the Warrants evidenced by this Warrant Certificate requires any filing or approval under the HSR Act or
any applicable antitrust laws of any other jurisdiction and any foreign investment laws the Holder and, if applicable, the Company shall endeavor to make such filings and obtain such approval in accordance with, and subject to the following
limitations: 


  

	 	1.3.6.1.	 The Company and the Holder acknowledge that one or more filings under the HSR Act or antitrust laws of other
jurisdictions and/or foreign investment laws may be necessary in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate. The Holder will promptly notify the Company if any such filing is
required on the part of the Holder or the Company. The Company, the 



  
 III-6 














	 	
Holder and any other applicable Holder Affiliate will use reasonable best efforts to cooperate in making or causing to be made all applications and filings under the HSR Act or any antitrust laws
of other jurisdictions or any foreign investment laws required in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate held by the Holder or any Holder Affiliate in a timely manner and
as required by the law of the applicable jurisdiction; provided, that, notwithstanding anything in this Warrant Certificate to the contrary, the Company shall not have any responsibility or liability for failure of the Holder or any of its
Affiliates to comply with any Applicable Law. For as long as this Warrant Certificate is outstanding, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the
Company and its Subsidiaries as the Holder may reasonably request in order to determine what antitrust or foreign investment requirements may exist with respect to any potential exercise of the Warrants evidenced by this Warrant Certificate.
Promptly upon request by the Holder, the Company will use its reasonable best efforts to make all such filings and obtain all approvals and clearances as required under applicable antitrust or foreign investment laws in connection with the issuance
of the Common Shares and investment in the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate. 

  

	 	1.3.6.2.	 Notwithstanding anything in this Warrant Certificate to the contrary, it is expressly understood and agreed
that: (i) the Company shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) the
Company shall not be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the
establishment of a trust or otherwise) of any assets or categories of assets of the Company or any of its subsidiaries or Affiliates, (B) the imposition of any limitation or regulation on the ability of the Company or any of its subsidiaries or
Affiliates to freely conduct their business or own such assets or (C) the holding separate of the Common Shares or any limitation or regulation on the ability of the Holder or any of its Affiliates to exercise full rights of ownership of the
Common Shares. The Company and the Holder will cooperate, provide all necessary information, and keep each other fully apprised with respect to such filing and regulatory processes. The Holder shall be responsible for the payment of the filing fees
associated with any such applications or filings. 



  
 III-7 














	2.	 Adjustments. 


  


	 	2.1.	 If and whenever, at any time prior to the Expiry Time, the Company shall: (i) subdivide or re-divide its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue
options, rights, warrants or similar securities to the holders of all of the outstanding Common Shares; or (iv) issue Common Shares or securities convertible into Common Shares to the holders of all of the outstanding Common Shares by way of a
dividend or distribution; the number of Common Shares issuable upon exercise of the Warrants on the date of the subdivision, re-division, reduction, combination or consolidation or on the record date for the
issue of options, rights, warrants or similar securities or on the record date for the issue of Common Shares or securities convertible into Common Shares by way of a dividend or distribution, as the case may be, shall be adjusted so that the Holder
shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or been entitled to receive after the happening of any of the events described in this Section 2.1 had the Warrants
evidenced by this Warrant Certificate been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustments made pursuant to this Section 2.1 shall become effective immediately after the
effective time of such event retroactive to the record date, if any, for such event. 


  

	 	2.2.	 If and whenever at any time prior to the Expiry Time, there is a reclassification of the Common Shares or a
capital reorganization of the Company other than as described in Section 2.1 or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Company with or into any other Person or other entity or acquisition of the
Company or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety
to any other Person (other than a direct or indirect wholly-owned subsidiary of the Company) or other entity or a liquidation, dissolution or winding-up of the Company, the Holder, if it has not exercised its
Warrants prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such Warrants thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount of cash or the number of
shares or other securities or property of the Company or of the Person or other entity resulting from such merger, amalgamation, arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be made or which holders
of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization,
consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof,
as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of its Warrants at the Exercise Price. 



  
 III-8 














	 	2.3.	 If, and whenever at any time prior to the Expiry Time, the Company shall issue Additional Shares of Common
Stock, without consideration or for a consideration per share less than Fair Market Value as of the date of issue thereof, then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: 


 EP2 =
EP1* (A + B) ÷ (A + C). 
 For purposes of the foregoing formula, the following definitions shall apply: 

“EP2” shall mean the Exercise Price in effect immediately after such issue of Additional Shares of Common Stock; 

“EP1” shall mean the Exercise Price in effect immediately prior to such issue of Additional Shares of Common Stock; 

“A” shall mean the number of Common Shares outstanding immediately prior to such issue of Additional Shares of Common Stock
(treating for this purpose as outstanding all Common Shares issuable upon exercise of options outstanding immediately prior to such issue or upon conversion or exchange of securities or notes convertible into Common Shares outstanding immediately
prior to such issue); 
 “B” shall mean the number of Common Shares that would have been issued if such Additional Shares
of Common Stock had been issued at a price per share equal to EP1 (determined by dividing the aggregate consideration received by the Company (as determined in good faith by the Company’s board of directors) in respect of such issue by EP1);
and 
 “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction. 

 

	 	2.4.	 If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for
Common Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the 1934 Act), and the value (determined as of the Expiration
Time by the Company’s board of directors) of the cash and other consideration paid per Common Share in such tender or exchange offer exceeds the last reported sale price per Common Share on the Trading Day immediately after the last date (the
“Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Exercise Rate will be increased based on the following formula: 



 
 



 

  
 III-9 













 where: 

 

			
	ER0	  	= the Exercise Rate in effect immediately before the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;
	ER1	  	= the Exercise Rate in effect immediately after the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period;
	AC	  	= the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Company’s board of directors) of all cash and other consideration paid for Common Shares
purchased or exchanged in such tender or exchange offer;
	OS0	  	= the number of Common Shares outstanding immediately before the Expiration Time (including all Common Shares accepted for purchase or exchange in such tender or exchange offer);
	OS1	  	= the number of Common Shares outstanding immediately after the Expiration Time (excluding Common Shares accepted for purchase or exchange in such tender or exchange offer); and
	SP	  	= the average of the last reported sale prices per Common Shares over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day
immediately after the Expiration Date;


 provided, however, that the Exercise Rate will in no event be adjusted down pursuant to
this Section 2.4, except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 2.4, if the date of exercise of the Warrants occurs during the Tender/Exchange Offer Valuation
Period for such tender or exchange offer, then, solely for purposes of determining the Exercise Price for such exercise, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and
including, the Trading Day imediately after the Expiration Date to, and including, such date of exercise. To the extent such tender or exchange offer is announced but not consummated (including as a result of the Company being precluded from
consummating such tender or exchange offer under Applicable Law), or any purchases or exchanges of Common Shares in such tender or exchange offer are rescinded, the Exercise Rate will be readjusted to the Exercise Rate that would then be in effect
had the adjustment been made on the basis of only the purchases or exchanges of Common Shares, if any, actually made, and not rescinded, in such tender or exchange offer. 

  
 III-10 














	 	2.5.	 If, and whenever at any time prior to the Expiry Time, the Company shall make or issue, or fix a record date
for the determination of holders of Common Shares entitled to receive (and subsequently make or issue), a dividend or other distribution payable in cash or other property not involving Common Shares or securities convertible into Common Shares
(which is the subject of Section 2.1), then and in each such event the Holder of a Warrant shall receive, and shall accept, upon the exercise of a Warrant for Common Shares, a dividend or other distribution of such cash or other property in an
amount equal to the amount of such cash or other property as it would have received if this Warrant had been exercised for Common Shares on the date of such event. 



 

	 	2.6.	 On the occurrence of any reclassification of, or other change in, the outstanding Common Shares or any other
event or addressed in Sections 2.1, 2.2, 2.3, 2.4 or 2.5 (each, an “Unanticipated Event”), the parties will, in good faith, make such further adjustments and changes and take all necessary actions, subject to the approval of the
Holder, so as to ensure that the Holder receives, upon the exercise of a Warrant occurring at any time after the date of the occurrence of the Unanticipated Event, such shares, securities, rights, cash or property that the Holder would have received
if, immediately prior to the date of such Unanticipated Event, the Holder had been the registered holder of the number of Common Shares to which the Holder would be entitled upon the exercise of a Warrant for Common Shares. 



 

	 	2.7.	 The adjustments provided for in Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 are cumulative and will be made
successively whenever an event referred to therein occurs. 


  

	 	2.8.	 If at any time a question or dispute arises with respect to the adjustments provided for in Sections 2.1, 2.2,
2.3, 2.4, 2.5 or 2.6, such question or dispute will be conclusively determined by a firm of nationally recognized chartered professional accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder. Such
accountants shall have access to all necessary records of the Company and any such determination will be binding upon the Company and the Holder. 


  

	 	2.9.	 The Company shall, from time to time immediately after the occurrence of any event which requires an adjustment
or re-adjustment as provided in Sections 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6, deliver a certificate of the Company to the Holder specifying the nature of the event requiring the same and the amount of the necessary
adjustment (or, in the case of Section 2.5, entitlement to cash or other property upon conversion) and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and, if reasonably required
by the Holder, such certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered professional accountants appointed by the Company (who may be the auditors of the
Company) and acceptable to the Holder. 


  

	 	2.10.	 Notwithstanding anything to the contrary in Sections 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6, if the Holder would
otherwise be entitled to receive, upon the exercise of its right of conversion, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of




  
 III-11 














	 	
the Tax Act as it applied immediately before January 1, 2008 (“Ineligible Consideration”), the Holder shall not be entitled to receive such Ineligible Consideration and the
Company or the successor or acquiror, as the case may be, shall have the right (at the sole option of the Company or the successor or acquiror, as the case may be) to deliver to the Holder “prescribed securities” for the purposes of clause
212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 with a market value (as conclusively determined by the board of directors of the Company) equal to the market value of such Ineligible Consideration.


  

	 	2.11.	 No Fractional Shares. Notwithstanding any provision contained in this Warrant Certificate to the
contrary, the Company shall not issue fractional Common Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 2, the Holder of any Warrant would be entitled, upon the exercise of such Warrant, to
receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Common Shares to be issued to such holder. 



 

	 	2.12.	 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this
Section 2, and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Warrant Certificate; provided, however, that the Company
may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 


  

	 	2.13.	 To the extent any amendment or modification is made to Section 8 of the Note, the Company shall
simultaneously amend or modify this Warrant Certificate to reflect similar terms. 


  

	3.	 Register and Transferability. 



 

	 	3.1.	 The Company shall use reasonable best efforts to maintain a register (the “Register”) for the
registration in book-entry form of the original issuance of the Warrants and the registration of transfer of any Warrants. Upon the initial issuance of the Warrants in book-entry form, the Agent shall issue and register the Warrants in the names of
the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Agent by the Company. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company
shall treat the Holder for all purposes as the owner hereof notwithstanding notice to the contrary, however, that upon its receipt of a written request to assign, transfer or sell all or part of the Warrants evidenced by this Warrant Certificate by
the Holder to a Permitted Transferee, the Company shall record the information contained therein in the Register and issue a new certificate in respect of the remaining balance of the Warrants evidenced by this Warrant Certificate; provided,
however, that the Company will not register any assignment, transfer or sale of any Warrants not made in accordance with Regulation S or pursuant to registration under the 1933 Act or an available exemption therefrom.




  
 III-12 














	 	
Notwithstanding anything to the contrary set forth in this Section 3, following exercise of the Warrants evidenced by this Warrant Certificate in accordance with the
terms hereof, the Holder shall not be required to physically surrender this Warrant Certificate to the Company unless (A) all Warrants represented by this Warrant Certificate are being exercised (in which event this Warrant Certificate shall be
delivered to the Company following exercise thereof as contemplated by Section 1.3) or (B) the Holder has provided the Company with prior written notice requesting reissuance of this Warrant Certificate upon physical
surrender of this Warrant Certificate. If the Company does not update the Register to record the exercise of the Warrants evidenced by this Warrant Certificate and the dates of such exercise and/or payments (as the case may be), then the Register
shall be automatically deemed updated to reflect such occurrence on the Business Day immediately prior to such occurrence. 

  

	 	3.2.	 The Company may appoint an Agent for the purpose of maintaining the Register, issuing the Common Shares or
other securities then issuable upon the exercise of the rights under the Warrants, exchanging the Warrants, replacing the Warrants or conducting related activities. 



 

	 	3.3.	 The Warrants may not be offered, sold, assigned or transferred (including through hedging or derivative
transactions) by the Holder other than to one or more Permitted Transferees in each case in accordance with the provisions of Regulation S of the 1933 Act or pursuant to registration under the 1933 Act or an available exemption therefrom and by
registration of such assignment or sale on the Register. 


  

	4.	 No Rights as Shareholder. A Warrant does not entitle the Holder thereof to any of the rights of a
shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders
or the election of directors of the Company or any other matter. 


  

	5.	 No Obligation to Purchase. Nothing herein contained or done pursuant hereto shall obligate the
Holder to subscribe for, or the Company to issue, any shares except those shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein. 



 

	6.	 U.S. Legend. Certificates representing Common Shares issued pursuant to the Subscription Form, and all
certificates issued in exchange thereof or in substitution therefor, until such time as it is no longer required under the applicable requirements of the 1933 Act or applicable United States state laws and regulations, shall bear the following
legend: 


 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE LOCAL LAWS AND REGULATONS, (C) PURSUANT TO


  
 III-13 













 
THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) PURSUANT TO ANOTHER APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C) OR (D), PROVIDING TO THE COMPANY A LEGAL OPINION OR OTHER EVIDENCE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT.” 

Notwithstanding the foregoing, the Company or the Company’s transfer agent may impose additional requirements for the removal of legends
from securities sold in compliance with Rule 904 of Regulation S of the 1933 Act in the future. 
  

	7.	 Covenants: 


  

	 	7.1.	 So long as any Warrants evidenced hereby remain outstanding, the Company shall at all times reserve and keep
available a number of its authorized but unissued Common Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Certificate. 



 

	 	7.2.	 The Company covenants and agrees that until the Expiry Time, while the Warrants (or remaining portion thereof)
shall be outstanding, the Company shall use its commercially reasonable efforts to remain listed on the Principal Market, and to maintain its status as a “reporting issuer” not in default of the requirements of the applicable securities
laws in the jurisdictions in which the Company is currently a reporting issuer, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company to cease to be listed on the Principal Market
or cease to be a reporting issuer, respectively, so long as the holders of the Common Shares receive securities of an entity which is listed on an Eligible Market or cash or the holders of the Common Shares have approved the transaction in
accordance with the requirements of applicable corporate laws and the rules and policies of the Principal Market. 


  

	 	7.3.	 The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required for the carrying out or performing of the provisions of this Warrant Certificate. 



 

	 	7.4.	 In the event of a Change of Control Transaction in which the consideration to be received by the Company’s
shareholders consists of cash and/or marketable securities, if this Warrant Certificate is outstanding upon the consummation of such Change of Control Transaction then (a) if the Fair Market Value of one Common Share is greater than the then
applicable Exercise Price, this Warrant Certificate may be exercised at the election of the Holder on a net exercise issue basis as of immediately prior to such Change of Control Transaction and (b) if the Fair Market Value of one Common Share
is less than or equal to the then applicable Exercise Price, this Warrant Certificate will expire immediately prior to the consummation of such Change of Control Transaction. 



  
 III-14 














	 	7.5.	 The covenants of the Company referenced in Sections 9(c), (d), (e) and (f) of the Note are incorporated
herein by reference. Such covenants of the Company shall not merge in or be prejudiced by and shall survive the redemption of the Note and shall continue in full force and effect so long as the Warrants are outstanding. 



 

	 	7.6.	 Upon request of the Holder, the Company shall use commercially reasonable efforts to issue to the Holder
Book-Entry Warrants settled through the Agent in lieu of this Warrant Certificate. 


  

	8.	 Lost, Stolen or Mutilated Warrant Certificate. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or
destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant Certificate, the Company shall execute and deliver to the
Holder a new Warrant Certificate representing the outstanding number of Warrants. 


  

	9.	 Payment of Collection, Enforcement and Other Costs. If (a) this Warrant Certificate is
placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Warrant Certificate or to enforce the provisions of this
Warrant Certificate or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting the Holder’s rights and involving a claim under this Warrant Certificate, then the Company shall pay the
costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements. 



 

	10.	 Construction; Headings. This Warrant Certificate shall be deemed to be jointly drafted by the
Company and the initial Holder and shall not be construed against any such Person as the drafter hereof. The headings of this Warrant Certificate are for convenience of reference and shall not form part of, or affect the interpretation of, this
Warrant Certificate. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire
Warrant Certificate instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Warrant Certificate. 



 

	11.	 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No
waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. 



  
 III-15 














	12.	 Dispute Resolution. 



 

	 	12.1.	 Submission to Dispute Resolution. 



 

	 	12.1.1.	 In the case of a dispute relating to the Exercise Price, Exercise Rate or the arithmetic calculation thereof,
the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances giving rise to such
dispute or (B) if by the Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise
Price or the arithmetic calculation of such Exercise Rate (as the case may be) at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the
Holder (as the case may be), then the Company shall select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint
selection to the Holder. 


  

	 	12.1.2.	 The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute
submission so delivered in accordance with the first sentence of this Section 12.1 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York time, by the fifth (5th)
Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately
preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute
Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other
support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such
investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing
and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 



  
 III-16 














	 	12.1.3.	 The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and
notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between the Company and the
Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. 


  

	13.	 Notices; Currency; Payments.  



 

	 	13.1.	 Notices. Any notices, consents, waivers or other communications required or permitted to be given under
the terms of this Warrant Certificate 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: 



If to the Company: 
 Li-Cycle Holdings Corp. 
 207 Queen’s Quay West, Suite 590 

Toronto, Ontario M5J 1A7 

Attention: Ajay Kochhar 
 Email:
ajay.kochhar@li-cycle.com 
 with a copy (which shall not constitute notice) to: 

Freshfields Bruckhaus Deringer LLP 

601 Lexington Avenue, 31st Floor 

New York, New York 
 Attention:
Paul M. Tiger, Andrea M. Basham 
 Email: Paul.Tiger@Freshfields.com 

Andrea.Basham@Freshfields.com 

If to the Holder: 
 Glencore
Ltd. 
 330 Madison Ave. 
 New
York, NY 10017 
 Attention: Legal Department 

Email: legalnotices@glencore-us.com 

  
 III-17 













 with a copy to: 

Glencore International AG 

Baarermattstrasse 3 
 CH –
6340 Baar 
 Switzerland 

Attention: General Counsel 

Email: general.counsel@glencore.com 

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

Weil, Gotshal & Manges LLP 

767 5th Avenue 
 New York, NY
10153 
 Attention: Heather Emmel, David Avery-Gee 

Email: Heather.emmel@weil.com 

David.Avery-Gee@weil.com 

or to such other address or e-mail address and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clauses (i), (ii) or (iii) above, respectively. 

 

	 	13.2.	 The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant
Certificate, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) within three (3) Business Days
after any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grant, issuances, or sales of any or rights to purchase shares, warrants, securities or other property to holders of Common Shares or
(C) for determining rights to vote with respect to any change of control transaction, dissolution or liquidation, provided in each case that any material non-public information in any such notice shall be
made known to the public prior to or in conjunction with such notice being provided to the Holder. 


  

	 	13.3.	 Calculation of Time. When computing any time period in this Warrant Certificate, the following rules
shall apply: 


  

	 	13.3.1.	 the day marking the commencement of the time period shall be excluded but the day of the deadline or expiry of
the time period shall be included; 


  

	 	13.3.2.	 for time periods measured in Business Days, any day that is not a Business Day shall be excluded in the
calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Business Day, the deadline or time period shall be extended to the next following Business Day; 



  
 III-18 














	 	13.3.3.	 for time periods measured in Trading Days, any day that is not a Trading Day shall be excluded in the
calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Trading Day, the deadline or time period shall be extended to the next following Trading Day; 



 

	 	13.3.4.	 if the end date of any deadline or time period in this Warrant Certificate refers to a specific calendar date
and that date is not a Business Day, the deadline or time period shall be extended to the next Business Day following the specific calendar date; and 


  

	 	13.3.5.	 when used in this Warrant Certificate the term “month” shall mean a calendar month.



  

	 	13.4.	 Currency. Unless otherwise specified or the context otherwise requires all dollar amounts referred to in
this Warrant Certificate are in United States Dollars (“U.S. Dollars”). 


  

	 	13.5.	 Payments. Whenever any payment of cash is to be made pursuant to this Warrant Certificate, unless
otherwise expressly set forth herein, such payment shall be made in U.S Dollars by wire transfer of immediately available funds. Whenever any amount expressed to be due by the terms of this Warrant Certificate is due on any day which is not a
Business Day, the same shall instead be due on the next succeeding day which is a Business Day. 


  

	14.	 Waiver of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice,
presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Warrant Certificate and the Registration Rights Agreement. 



 

	15.	 Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of this Warrant Certificate shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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 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. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Warrant Certificate and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner 



  
 III-19 














	 	
permitted by law. Nothing contained herein shall be deemed or operate to preclude a Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect
on the Company’s obligations to a Holder or to enforce a judgment or other court ruling in favor of a Holder. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS WARRANT
CERTIFICATE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH ACTION OR PROCEEDING. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE
FOREGOING WAIVER; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS WARRANT CERTIFICATE
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 

  

	16.	 Severability. If any provision of this Warrant Certificate is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and
enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant Certificate so long as this Warrant Certificate as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal
obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a
valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 


  

	17.	 Certain Definitions. For purposes of this Warrant Certificate, the following terms shall have the
following meanings: 


  

	 	(a)	 “1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. 


  

	 	(b)	 “1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. 



  
 III-20 














	 	(c)	 “Additional Shares of Common Stock” shall mean all Common Shares or securities or notes
convertible or exchangeable for Common Shares issued by the Company after the date of this Warrant Certificate, other than (1) the following Common Shares and (2) Common Shares deemed issued pursuant to the following options and securities
or notes convertible into or exchangeable for Common Shares: 



	 	(i)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued by way of a
dividend or distribution that is covered by Section 2.1; 


  

	 	(ii)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued to employees or
directors of, or consultants or advisors to, the Company or any of its subsidiaries, whether issued before or after the date of this Warrant Certificate, pursuant to any option or incentive plan of the Company adopted by the board of directors of
the Company (or any predecessor governing body); and 


  

	 	(iii)	 Common Shares or securities or notes convertible into or exchangeable for Common Shares issued upon the
exercise of options or warrants or Common Shares issued upon the conversion or exchange of securities or notes convertible into or exchangeable for Common Shares which are outstanding as of the date hereof, in each case provided such issuance is
pursuant to the terms of such option or warrants or securities or notes convertible into or exchangeable for Common Shares. 


  

	 	(d)	 “Affiliate” means, in relation to any Person (the “first named person”), any
other Person that controls, is controlled by or is under common control with the first named person; provided that, for greater certainty, the Company is not an Affiliate of the Holder or any of its subsidiaries for the purposes of this Warrant
Certificate. 


  

	 	(e)	 “Applicable Law” means all laws (statutory or common), rules, ordinances, regulations, grants,
concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having
application, directly or indirectly, to the Company, and includes the rules and policies of any stock exchange upon which the Company has securities listed or quoted. 



 

	 	(f)	 “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in New York City or the City of Toronto are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to
“stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City or the City of Toronto
generally are open for use by customers on such day. 



  
 III-21 














	 	(g)	 “Change of Control Transaction” means any of the following events: (i) a
“person” or “group” (within the meaning of Section 13(d)(3) of the 1934 Act), other than the Company or one or more employee benefit plans of the Company, files any report with the SEC indicating that such person or group
has become the direct or indirect “beneficial owner” (as defined below) of Common Shares representing more than fifty percent (50%) of the Company’s then outstanding Common Shares (other than Common Shares held by the Company as
treasury stock or owned by a subsidiary of the Company); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company, taken as a whole,
to any Person; or (B) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization,
acquisition, liquidation or otherwise) more than fifty percent (50%) of the outstanding Common Shares (other than Common Shares held by the Company as treasury stock or owned by a subsidiary of the Company) are exchanged for, converted into,
acquired for, or constitute solely the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Common Shares); provided, however, that any merger,
consolidation, amalgamation, arrangement, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity
immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other
transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed
not to be a Change of Control Transaction pursuant to this clause (ii); (iii) the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (iv) the Common Shares cease to be listed on
any Eligible Market. For the purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule
13d-3 under the 1934 Act. 


  

	 	(h)	 “Common Shares” means (i) the Company’s common shares, (ii) any share capital
into which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares and (iii) for purposes of Section 2.1(iv) only, the common shares or other securities of any of the
Company’s subsidiaries in addition to the common shares of the Company. 


  

	 	(i)	 “Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or the OTC US Market so long as, in the case of the OTC US Market only, the market
capitalization of the Company is $150,000,000 or more. 


  

	 	(j)	 “Exercise Period” has the meaning given to such term in Section 1.2.



  

	 	(k)	 “Exercise Price” has the meaning given to such term in Section 1.1.




  
 III-22 














	 	(l)	 “Exercise Rate” means the number of Common Shares issuable upon exercise of the Warrants
pursuant to Section 1 determined by dividing (i) $1,000 by (ii) the Exercise Price. 


  

	 	(m)	 “Expiry Time” has the meaning given to such term in Section 1.2. 



 

	 	(n)	 “Fair Market Value” means, with respect to any issuance of Additional Shares of Common Stock,
the volume weighted average price of the Common Shares for the seven (7) Trading Days immediately preceding the issue date of such Additional Shares of Common Stock. 



 

	 	(o)	 “Ineligible Consideration” has the meaning given to such term in Section 2.10.



  

	 	(p)	 “Permitted Transferees” means as to the Holder, any of the following: (i) if a natural
person, his/her ancestors, descendants, siblings, or spouse, any executor or administrator of his/her estate, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary primarily for the account of the Holder or
his/her ancestors, descendants, siblings, or spouse, whether step, in-law or adopted, and, in the case of any such trust or fiduciary, to the Holder who transferred this Note to such trust or fiduciary, but
only with respect to transfers made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy; (ii) if an entity, (A) the then-existing members, shareholders or other investors in the Holder
in connection with the dissolution or winding-up of the Holder, or (B) any Person in connection with any consolidation or reorganization of the Holder directly or indirectly with or into one or more other
investment vehicles; or (iii) any Affiliate of the Holder (in respect of clause (iii) only, other than any investment portfolio company of the Holder that is an Affiliate). 



 

	 	(q)	 “Person” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. 


  

	 	(r)	 “Principal Market” means The New York Stock Exchange or any Eligible Market on which the
Company’s Common Shares are listed (and, in the case of multiple listing, the majority of the Company’s Common Shares trade) at the applicable time. 



 

	 	(s)	 “Registration Rights Agreement” means the registration rights agreement dated as of [•],
2022 between the Company and the Holder, as amended from time to time. 


  

	 	(t)	 “SEC” means the United States Securities and Exchange Commission or any successor thereto.



  

	 	(u)	 “Subscription Form” means the subscription form attached hereto as Exhibit A.



  

	 	(v)	 “Tax Act” means the Income Tax Act (Canada). 



  
 III-23 














	 	(w)	 “Trading Day” means, as applicable, (i) with respect to all price or trading volume
determinations relating to the Common Shares, any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Shares, then on the principal securities exchange or
securities market on which the Common Shares are then traded, provided that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Common Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at
4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (ii) with respect to all determinations other than price determinations relating to the Common Shares, any day on which the Principal
Market (or any successor thereto) is open for trading of securities. 


  

	 	(x)	 “Transfer Form” means the transfer form attached hereto as Exhibit B. 



 

	18.	 Disclosure. Upon delivery by the Company to the Holder (or receipt by the Company from the
Holder) of any notice in accordance with the terms of this Warrant Certificate, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public
information relating to the Company, the Company shall on or prior to 9:00 a.m., New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material,
non-public information on a Current Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the
absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute
material, non-public information relating to the Company. 


  

	19.	 Absence of trading and disclosure restrictions. The Company acknowledges and agrees that the
Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of
such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an
executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in
connection with such trading activity, and may disclose any such information to any third party. 



  
 III-24 













 Exhibit A 

Subscription Form 
 Capitalized terms used
herein have the meanings ascribed thereto in the Warrant Certificate (the “Warrant Certificate”) to which this Subscription Form is attached. 

The undersigned holder of the attached Warrant Certificate hereby subscribes for ______________ common shares (the “Shares”) of LI-CYCLE HOLDINGS CORP. (the “Company”) pursuant to the terms of the Warrant Certificate at the Exercise Price on the terms specified in the Warrant Certificate and contemporaneously with the
execution and delivery hereof makes payment therefor on the terms specified in the Warrant Certificate. If any Warrants represented by this Warrant Certificate are not being exercised, a new Warrant Certificate representing the unexercised Warrants
will be issued and delivered with the certificate representing the Shares. 
 The undersigned hereby directs that the Shares be issued as follows: 

 

					
	 	 	 
	Names(s) in Full	  	Address(es)	  	Number of Common Shares
	 	 	 
	 	  	 	  	 
	 	 	 
	 	  	 	  	 
	 	 	 
	 	  	 	  	 
	 	 	 
	 	  	 	  	 

  

			
	Date: [                ], 20
	
	[            ]
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 III-25 













 Exhibit B 

Transfer Form 
 Assignor:
                                         
                                 

Company: LI-CYCLE HOLDINGS CORP. (the “Company”) 

Warrant: Warrant No. _______ to purchase common shares issued on ______________________ (the “Warrant”) 

Date: 
 In the case of a warrant certificate that contains the
U.S. restricted legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked): 
  

			
	☐	  	(A) the transfer is being made only to the Company;
		
	☐	  	(B) the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with any applicable
local securities laws and regulations and the undersigned has furnished to the Company any other evidence in form and substance required by the Company to such effect, or
		
	☐	  	(C) the transfer is being made in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws or the filing of a prospectus or similar document under the securities laws of
any jurisdiction of Canada, including, without limitation, the Securities Act (Ontario) and the rules and regulations made thereunder, and the undersigned has furnished to the Company an opinion of counsel of recognized standing or other evidence in
form and substance reasonably satisfactory to the Company to such effect.

 Assignment. The undersigned registered holder of the Warrant (the “Assignor”) assigns and transfers to the
assignee named below all of the rights of Assignor under the accompanying Warrant Certificate with respect to the number of Warrants set forth below: 

Name of Assignee:
                                         
                                     

Address of Assignee:
                                         
                                     

Number of Warrants Assigned:
                                         
                         
 and does
irrevocably constitute and appoint ______________________ as attorney to make such transfer on the books of LI-CYCLE HOLDINGS CORP. maintained for the purpose, with full power of substitution in the premises.


  
 III-26 













 In the event of the transfer of less than the total number of Warrants represented by the accompanying
Warrant Certificate, the Company is hereby instructed to deliver to or as directed by the Assignor, without charge, a new Warrant Certificate in respect of the balance of the Warrants which have not been transferred. 

 

	
	ASSIGNOR
	
	  

	(Print name of Assignor)
	
	  

	(Signature of Assignor)
	
	  

	(Print name of signatory, if applicable)
	
	  

	(Print title of signatory, if applicable)
	
	Address:
	
	  

	  



  
 III-27