North America Black Mass and Refined Products Allocation Agreement dated March 25, 2024 by and among Li-Cycle Holdings Corp. and certain of its affiliates, Traxys North America LLC and Glencore Ltd

Exhibit 10.7

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

NORTH AMERICA BLACK MASS &

REFINED PRODUCTS ALLOCATION AGREEMENT

THIS NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENT (the “Agreement”) is made as of March 25, 2024 (the “Execution Date”),

RECITALS:

WHEREAS Li-Cycle, through its proprietary Spoke & Hub Technologies^TM: (i) processes lithium-ion battery manufacturing scrap and other lithium-ion battery materials (including cathode scrap, jelly rolls, electrode stacks and waste/recall batteries) at its Spokes to produce Black Mass and other intermediate products; and (ii) intends to further process such Black Mass at its Rochester Hub to produce end products, including lithium carbonate, nickel sulphate and cobalt sulphate;

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AND WHEREAS pursuant to the Black Mass—Amended and Restated Marketing, Logistics and Working Capital Agreement dated as of December 15, 2021 and the related Assignment and Assumption Agreement dated July 1, 2023 (collectively, as amended from time to time, the “Traxys Black Mass Agreement”), North America Seller is required to sell to Traxys for a specified term 100% of the production of Black Mass from its North American Spokes that it determines (in its sole discretion) is not required for internal purposes at the Rochester Hub or an other commercial Hub that may be developed by North America Seller in the future (the “Traxys Black Mass Commitment”);

AND WHEREAS pursuant to the Refined Products – Amended and Restated Marketing, Logistics and Working Capital Agreement dated as of December 15, 2021 and the related Assignment, Assumption and Joinder Agreement dated July 1, 2023 (collectively, as amended from time to time, the “Traxys Refined Products Agreement”), North America Seller is required to sell to Traxys for a specified term 100% of the production of Lithium Carbonate, Nickel Sulphate, Cobalt Sulphate, Manganese Carbonate and Graphite Concentrate (collectively, the “Refined Products”) from its Rochester Hub (the “Traxys Refined Products Commitment”);

AND WHEREAS the Traxys Black Mass Agreement and the Traxys Refined Products Agreement provide that Traxys shall be the off-taker and take title to the Black Mass and the Refined Products as principal and shall sell such Black Mass and Refined Products to its third-party end customers (“Customers”) on a global basis, and that Traxys shall receive certain specified marketing fees (ranging from 3% to 5% of the customer final price, depending on the applicable product) and is reimbursed for certain transaction costs in connection with the purchase, transportation, transactional financing and sale of the products to its Customers;

AND WHEREAS pursuant to the Traxys Commercial Agreements, North America Seller keeps Traxys apprised of the expected volumes of Black Mass and Refined Products available for sale, and Traxys keeps North America Seller apprised of the terms and conditions, contracts and agreements between Traxys and its Customers covering the on-sale of Black Mass and Refined Products, acting in full transparency with one another, with a view to maximizing sales of and revenues from such products;

AND WHEREAS Li-Cycle, North America Seller and certain of their affiliates have entered into a series of commercial agreements with Glencore, including: (i) the Master Commercial Agreement dated May 31, 2022 (the “Master Agreement”), (ii) the Black Mass Offtake Agreement dated May 31, 2022 (the “Black Mass Offtake Agreement”), (ii) the End Products Offtake Agreement dated May 31, 2022 (the “End Products Offtake Agreement”), (iii) the By-Products Offtake Agreement dated May 31, 2022 (as amended on October 22, 2022, and by a waiver letter dated July 11, 2023) (the “By-Products Offtake Agreement”), and (iv) the Assignment and Assumption Agreement dated July 1, 2023;

AND WHEREAS Li-Cycle proposes to issue and Glencore proposes to purchase $75 million in original principal amount of Convertible Senior Secured Notes (the “Notes”) under a Notes Purchase Agreement dated on or about the date hereof (the “Notes Purchase Agreement”);

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

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Wherever used in this Agreement, the following terms shall have the respective meanings set forth below:

“AAA” means the American Arbitration Association.

“Affiliate” means, with respect to any specified Person or entity, any other Person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person, and “control”, including the terms “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person or entity.

“Applicable Law” means all applicable federal, provincial, territorial, state, national, regional and local laws (statutory or common), ordinances (including zoning and mineral removal ordinances), regulations, grants, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature (including environmental laws and any applicable securities laws or regulations, and any applicable rules of any stock exchange, imposing disclosure requirements), and the term “applicable” with respect to such laws and in a context that refers to one or more Persons, means such laws as are applicable to such Person or its business, undertaking, property or securities.

“Black Mass” means unrefined “black mass” product, containing (among other things) lithium, cobalt and nickel material.

“Business Day” means any day on which banks are open for business in Toronto, Ontario and New York, New York.

“Buyer” means, as applicable, Glencore or any Affiliate thereof designated by Glencore to act as a Buyer of End Products.

“Person” has the meaning set forth in Section 13.1.

“Traxys Commercial Agreements” means, collectively, the Traxys Black Mass Agreement and the Traxys Refined Products Agreement.

[XXX]

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a) Quarterly Forecast

The Parties specifically acknowledge and agree that (as set out in Section 1 of the Traxys Black Mass Agreement) all decisions concerning Spoke operations and the timing and quantity of Black Mass available for sale shall be made by the North America Seller, in its sole and absolute discretion. Specifically, North America Seller may determine that some or all of its Black Mass production may be required for internal purposes (including inventory build, commissioning and start-up of commercial production at the Rochester Hub), thus reducing the quantity of Black Mass available for sale to third parties.

At least three months prior to the start of each calendar year (i.e., by October 1, 2024 in respect of 2025), and at least [XXX] prior to the start of each quarter, beginning with the third calendar quarter of 2024 (each a “Quarterly Forecast”), North America Seller shall advise each of Traxys and Glencore of the volume and specifications of Black Mass expected to be: (a) produced, (b) required for internal purposes, and (c) available for sale to third parties, quarterly, on a rolling 12-month basis.

b) Black Mass Allocation

The Parties agree that, from and after the Execution Date, of the volume of Black Mass available for sale by North America Seller, at least 50% shall be allocated by North America Seller to Glencore, on the terms set forth below:

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a) Quarterly Forecast

The Parties specifically acknowledge and agree that all decisions concerning Hub operations and the timing and quantity of Refined Products available for sale shall be made by the North America Seller, in its sole and absolute discretion. Li-Cycle shall keep each of Traxys and Glencore apprised of the progress of development of the Rochester Hub project with a view to providing Traxys and Glencore with information on certain Refined Products that may be available for sale during the Term (i.e., specifically, Lithium Carbonate, Graphite Concentrate and, if applicable, Nickel Sulphate, Cobalt Sulphate, and Manganese Carbonate).

From and after the start of commissioning of the Rochester Hub, at least three months prior to the start of each calendar year, and at least [XXX] prior to the start of each calendar quarter, North America Seller shall advise each of Traxys and Glencore of the volume and specifications of such Refined Products expected to be: (a) produced, and (b) available for sale, quarterly, on a rolling 12-month period (or such other basis as may be agreed by the Parties).

b) Allocation to Glencore

The Parties agree that, from and after the Execution Date, of the volume of each of the Refined Products available for sale by North America Seller, at least 50% shall be allocated by North America Seller to Glencore, on the terms set forth below:

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The term of this Agreement begins on the Execution Date and continues for the duration of the Traxys Commercial Agreements, unless earlier terminated by mutual agreement of the Parties.

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No Party may assign this Agreement or its rights or obligations hereunder, either in whole or in part, without the express written consent of the other Parties. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and permitted assigns.

Except as expressly set out herein, this Agreement is for the benefit of the Parties and their respective successors and permitted assigns only and shall not be construed to create beneficiary rights in any other person and is not intended to confer any benefits upon, or create any rights in favour of, any person or entity other than the Parties.

No modification or waiver of this Agreement or any right or obligation of any Party shall be binding upon such Party unless it is in writing and signed by an officer thereof. No waiver by a party of any of delay, fault or breach shall be deemed a waiver of any other delay, default or breach.

Each Party shall at all times hereinafter, do and execute or cause to be made, done or executed all such acts, instruments, assurances and writings whatsoever as may be reasonable to perform or give effect to this Agreement.

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Laws. However, if any provision of this Agreement shall be held to be invalid or prohibited under Applicable Laws, such provision shall be ineffective only to the extent of such invalidity or prohibition without affecting the validity of the remainder of such provision or the remaining provisions of this Agreement, which shall remain in full force and effect.

Glencore Ltd.

330 Madison Ave.

New York, New York

10017

U.S.A.

Attention: Kunal Sinha

Email: ***@***

Attention: Legal Department

Email: ***@***

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Traxys North America LLC

299 Park Ave., 38^th Fl.

New York, New York

10171

U.S.A.

Attention: Alan Docter

Email: ***@***

Attention: Cobalt Trading

Email: ***@***

Attention: Legal Department

Email: ***@***

Li-Cycle Holdings Corp.

207 Queen’s Quay West

Suite 590

Toronto, Ontario

M5J 1A7

Canada

Attention: Ajay Kochhar, Chief Executive Officer

Email: ***@***

Attention: Legal Department

Email: ***@***

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This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York, U.S.A., without regard to its principle of conflicts of interest.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules then in effect, by a panel of arbitrators. Each of Li-Cycle, Traxys and Glencore (in such capacity, the “Disputing Parties” and each of them individually, a “Disputing Party”) shall select one arbitrator. Where there are two Disputing Parties involved in a controversy or claim, then the two appointed arbitrators shall appoint a third arbitrator, for a panel of three. Where there are three Disputing Parties involved in controversy or claim, then the three appointed arbitrators shall appoint two additional arbitrators, for a panel of five. The arbitration shall take place in the City of New York, New York. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing, as follows: (i) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated; (ii) depositions of all party witnesses; and (iii) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitral panel shall be required to provide in writing to the Parties the basis for the award or order of such arbitral panel, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs in connection with any arbitration hereunder. Nothing herein shall prevent a Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect such Party’s rights.

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This Agreement may be executed in a number of counterparts, and it shall not be necessary for the signatures of all Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. Counterparts maybe delivered by electronic transmission and the Parties adopt any signatures so received as original signatures of the Parties.

[Signature page follows]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the Execution Date.

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