REFINED PRODUCTS - Second Amended and Restated Marketing, Logistics and Working Capital Agreement, among Traxys North America LLC (as Buyer), Li-Cycle U.S. Inc. (as Seller) and Li-Cycle North America Hub Inc., dated October 30, 2024

Li-Cycle North America Hub, Inc.
a corporation organized under the laws of the State of Delaware, U.S.A.,
Hereinafter called “HubCo”

(each, a “Party” and collectively, the “Parties”)

Li-Cycle Holdings Corp. (NYSE: LICY) (“LICY”), through its indirect, wholly-owned subsidiaries, Seller and HubCo, has been developing a hydrometallurgical processing facility using its patented Spoke & Hub Technologies^™ (a “Commercial Hub”) located near Rochester, New York (the “Rochester Hub”), having a nameplate annual processing capacity of 35,000 tonnes per annum of unrefined “black mass” product (containing lithium, nickel and/or cobalt) (“Black Mass”) to produce certain metal products as part of a closed-loop recycling solution.

Construction of the Rochester Hub was paused in October 2023, pending a comprehensive project review.

Under the original “Sulfates Scope”, the principal products of the Rochester Hub would be Lithium Carbonate, Nickel Sulfate, Cobalt Sulfate and Manganese Carbonate (each, a “Material” and collectively the “Materials”).

Under the revised “MHP Scope”, developed through the project review, the principal products of the Rochester Hub would be Lithium Carbonate and a Mixed Hydroxide Precipitate containing nickel, cobalt and manganese (“MHP”), with the potential to transition to the production of Nickel Sulphate, Cobalt Sulphate and Manganese Carbonate at a later phase.

This REFINED PRODUCTS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement (the “Agreement”) sets forth the terms on which (1) Seller shall sell, and Traxys shall purchase, 100% of Seller’s annual production of Materials from the Rochester Hub (such Materials, collectively, the “Traxys Committed Materials”), for on-sale by Traxys to Traxys’ third-party end customers (“Customers”) on a global basis, provided that in the event that Li-Cycle implements the MHP Scope, Seller shall also pay to Traxys a fee (the “MHP Fee”) covering 100% of the MHP produced at the Rochester Hub, as hereinafter described.

This Agreement amends, restates and supersedes the REFINED PRODUCTS – Amended and Restated Marketing, Logistics and Working Capital Agreement between Traxys and Li-Cycle Americas Corp. dated as of December 15, 2021, as amended by the Assignment, Assumption & Joinder Agreement – Traxys Refined Products Agreements dated as of July 1, 2023, as further amended by the letter agreement dated March 25, 2024 (collectively, the “Original Agreement”), effective as of November 1, 2024 (the “Effective Date”).

This Agreement (including, but not limited to, the obligations of Traxys under clause 4 hereof) is subject to the terms of the North America Black Mass & Refined Products Allocation Agreement dated March 25, 2024 (the “Allocation Agreement”) among LICY, Seller, Li-Cycle Inc., HubCo, Traxys and Glencore Ltd., pursuant to which Buyer has waived its rights to 50% of the Traxys Committed Materials solely to permit Seller to sell such Materials directly to Glencore, in consideration of certain fees payable to Buyer, subject to and on the terms and conditions set forth therein.

The Parties have entered into a separate amended and restated agreement with regard to the sale and purchase of certain Black Mass produced at LICY’s North American Spokes (i.e., the BLACK MASS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement of even date herewith, the “Black Mass Agreement”), which will also be effective as of the Effective Date, and nothing herein shall affect the rights or obligations of the Parties under such separate agreement.

DEVELOPMENT OF ROCHESTER HUB; QUANTITY OF MATERIALS TO BE DELIVERED

Development of Rochester Hub: Li-Cycle shall keep Buyer apprised of the progress of the development, construction, mechanical completion and commissioning of the Rochester Hub, including its plans relative to the Sulfates Scope and the MHP Scope.

Nameplate Production Capacity: The Rochester Hub is expected to have the capacity to produce the Materials (and in the case of the MHP Scope, MHP) in the approximate annual volumes set forth in the table below:

Max Dry (in MT)

Max Wet (in MT)

Per either MHP Scope or Sulphates Scope

Lithium Carbonate

Per Sulfates Scope only

Nickel Sulfate

Cobalt Sulfate

Manganese Carbonate

Per MHP Scope only

MHP

Quarterly Forecast: 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 15 calendar days prior to the start of each calendar quarter, Seller shall notify Buyer of the volume and specifications of the Materials expected to be: (a) produced, and (b) available for sale under the terms of this Agreement and the Allocation Agreement, quarterly, on a rolling 12-month basis.

Enhanced Products: In the event that Seller produces products at the Rochester Hub that are derivative of or enhancements to the Materials or MHP (for example, Lithium Hydroxide rather than Lithium Carbonate, or moisture-reduced Manganese Carbonate, or any Ni-Co-Mn bearing products that are derived from MHP), any such products (the “Enhanced Products”) shall be deemed to be Traxys Committed Materials and Buyer and Seller shall negotiate in good faith such changes to this Agreement as may be necessary or desirable to cover the sale to Traxys of 100% of such Enhanced Products for the balance of the Term of this Agreement (subject to the Allocation Agreement, mutatis mutandis), and for the avoidance of doubt, the payment to Traxys of a marketing fee therefor that is equivalent to the Marketing Fee for the corresponding Materials and/or the MHP, as the case may be (i.e., [XXX]% for lithium-bearing products, [XXX]% for nickel-bearing products, [XXX]% for cobalt-bearing products and [XXX]% for manganese-bearing products and [XXX]% for mixed Ni-Co-Mn bearing products) with respect to 100% of such Enhanced Products, or (at Buyer’s option) Buyer shall receive a fee in lieu thereof on the basis of the Marketing Fee provided for herein for the corresponding Materials and/or the MHP, as the case may be. For greater certainty, Traxys’ off-take rights under this Agreement do not extend to by-products produced at the Rochester Hub (notably, graphite concentrate, copper sulphide, sodium sulphate or gypsum).

QUALITY & SPECIFICATIONS OF MATERIALS

The specifications of all delivered Materials shall always meet: (a) High-purity battery-grade standards and requirements for Lithium Carbonate, (b) High-purity battery-grade standards and requirements for Nickel Sulfate and Cobalt Sulfate and (c) common best practice industrial standards for Manganese Carbonate. The expected specifications for the Materials, based on the design of the Rochester Hub, are set forth in Appendix A, B, C and D. The final minimum guaranteed specifications for the Materials (the “Specifications”) shall be determined by the Parties prior to commencement of commercial production at the Rochester Hub having regard to such maximum impurity levels as may be required by the Customers.

Any Materials produced by the Seller that do not meet the Specifications (“Off-Spec Materials”) shall also be sold by the Seller and purchased by the Buyer in accordance with this Agreement, provided that such Materials are not unsuitable for standard warehousing and transportation (by truck, ocean or rail), as determined by the Parties, acting reasonably and in accordance with industry standards, in which case such Off-Spec Materials will be deemed rejected and (where required) the Seller shall promptly pick up the rejected Materials and ship it back to the Seller at the Seller’s expense. Any Materials rejected by a Customer due to a quality claim and returned to the Buyer shall also be treated as “Off-Spec Materials” hereunder. For purposes of this Agreement and the Allocation Agreement, any Off-Spec Materials that are deemed rejected pursuant to this clause 2.2 shall be deemed to have not been made available to Traxys.

The Materials shall fully conform to REACH and/or IMO code and/or UN standards of safe practice for cargoes — whichever are applicable depending on the location of the relevant Customers.

Any changes in typical assays shall be communicated by Seller to Buyer in a timely manner.

All claims of Customers or other third parties arising from the Materials or the use thereof, including claims, liabilities and obligations relating to (i) specifications and quality of the Materials, and any remedies for non-conforming Materials under the terms of any Customer Contracts, or (ii) with respect to a Customer’s remedies in the event of a Delivery Shortfall, shall be for the sole risk and account of Seller, provided that Seller shall not be obligated to pay the amount of any such claims pursuant to this clause 2.5 to the extent such amount has been deducted pursuant to clause 8 (Payment) as Transaction Costs pursuant to clause 4.11(f).

TERM

This Agreement shall be deemed to have commenced on September 24, 2020 and shall continue until the later of:

Seven years after the end of the month in which Seller has reached three consecutive months of production at the Rochester Hub of 95% or more of the nameplate annual processing capacity of 35,000 tonnes per annum of Black Mass throughput (being at least 2,770 per month of Black Mass throughput)¹, and

In all events, the Term of this Agreement shall continue as necessary to enable the Buyer to fulfill any commitments to Customers that are pending at the time the Term would otherwise expire (including but not limited to (i) the NICKEL SULPHATE OFF-TAKE AGREEMENT dated April 20, 2022 by and between Seller (as assignee of Li-Cycle Americas Corp.) (as Producer), Traxys (as Seller), LG

35,000 MT per annum nameplate capacity x 0.95 / 12 months = 2,770 MT/month.

MARKETING ARRANGEMENTS & FEES; COOPERATION AND TRANSPARENCY

Title: Traxys shall be the off-taker and pay and take title to the Traxys Committed Materials as principal and sell the Traxys Committed Materials to Customers as principal. The payment collections and credit risk shall remain with Traxys (subject to clause 4.3).

On-Sale to Customers: Traxys will handle sales and/or marketing of the Materials in the various possible global markets. The terms and conditions, contracts, and agreements with Customers for the sale of Materials (each, a “Customer Contract”) shall be made in transparency to Seller and said terms will be agreed with Seller in advance of such sales being concluded.

Customer Credit: The Parties acknowledge that Traxys has not and shall not be required in any case to enter into, and without the Seller’s prior consent shall not enter into, any Customer Contract with payment terms of greater than 90 days. Seller acknowledges that Traxys’ extension of credit to a Customer under any Customer Contract shall be subject to the continuing approval of such Customer’s creditworthiness by Traxys, which approval shall be determined by Traxys in its sole and absolute discretion, provided that Traxys shall promptly notify Seller in writing in the event Traxys withdraws its approval of a Customer’s creditworthiness at any time during the term of a Customer Contract.

International Sales: To the extent that the Customer for a particular sale of Material is not located in North America, the Buyer may, prior to effecting any such sale, designate an affiliate of the Buyer that is located in or serving the Customer’s region to transact the sale of such Material on the terms set forth in this Agreement (mutatis mutandis). For example, sales of Materials to Customers in the Europe, the Middle East and Africa (EMEA) region may be directed to be made to the applicable Traxys affiliate, and sales of Materials to Customers in the Asia Pacific (APAC) region may be directed to be made to the applicable Traxys affiliate.

Customer Enquiries: Seller shall refer all customer inquiries to Traxys in relation to the Traxys Committed Materials and, except for sales to Glencore under the terms of the Allocation Agreement, Seller confirms that all sales of Materials shall be made through Traxys and that Seller shall not sell Material directly to Customers without Traxys’ prior written approval.

Sanctions Compliance: Traxys covenants and agrees that it shall not knowingly sell Traxys Committed Materials to any person who is a Sanctioned Person. For the purposes of the foregoing, a “Sanctioned Person” shall mean any person that: (i) is sanctioned under any economic or trade sanction, regulation, statute or official embargo measure imposed by the United Nations or the laws of the United States of America, the European Union, the United Kingdom, Australia or Canada; and (ii) includes any person named in the “Specially Designated Nationals and Blocked Persons” list maintained by the United States Department of the Treasury or any similar or equivalent list maintained by the government of any country listed above in (i). Traxys represents that all Customers will be subject to Traxys’ customary KYC review, which includes checks of publicly available lists of Sanctioned Persons.

Logistics: Traxys will handle logistics globally and shall execute all contract handling and shipping matters at cost for the Seller.

Working Capital Facility: Where requested in writing by Seller not less than 30 days before delivery of Material to Buyer hereunder, Traxys shall provide Seller with transactional financing with respect to Materials delivered to Traxys hereunder pursuant to the provisional payments contemplated by clause 8.1 and clause 8.2 (the “Working Capital Facility”). Traxys may charge interest to Seller (the “WCF Interest”) on the amount of each such provisional payment made by Traxys to Seller pursuant to the Working Capital Facility, calculated for the period: from (A) the date on which such provisional payment is made to Seller in accordance with clause 8.1 and clause 8.2, to (B) the Final Payment Date (as defined in clause 8.4).

WCF Interest Rate: WCF Interest on the amount of each provisional payment shall accrue daily at a rate equal to SOFR (or if SOFR is not available, a mutually agreed upon replacement reference rate), plus [XXX]% per annum (the “WCF Interest Rate”), calculated on the basis of a 365-day or 366-day, as applicable, year. WCF Interest shall be calculated by Traxys, shown on the final invoice prepared by Traxys and deducted from the final payment to Seller pursuant to clause 8.3. The WCF Interest rate shall be adjusted from time to time to reflect Traxys’ cost of capital, as agreed by Seller (acting reasonably). For the purposes hereof:

“SOFR” means the forward looking secured overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator thereof) for three-month term tenors in effect as of the date that is two U.S. Government Securities Business Days prior to the date on which such provisional payment is made or, if such rate is not published on such date, on the first immediately preceding U.S. Government Securities Business Days on which such rate is published; and

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) 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.

Marketing Fee: Traxys shall be paid a marketing fee (“Marketing Fee”) for 100% of the Traxys Committed Materials based on the Customer Final Price (as defined below) as follows:

Transaction Costs: “Transaction Costs” means all costs, losses or damages reasonably incurred by Traxys in relation to the purchase, transportation, transactional financing and sale of the Materials to Customers, including inter alia:

Costs associated with the transportation of the Materials, including inter alia all freight, demurrage, dead freight, charter hire and any other sums due pursuant to any charter of any vessel engaged in the carriage of the Materials, together with costs of inspection of the carrying vessels;

Port costs at both loading and discharge port;

Costs of inspection, supervision and testing/analyzing of the Materials;

Costs of insurance [XXX];

Taxes, duties or other sums, whether levied against the Materials, the freight or otherwise;

Losses, claims, damages or expenses incurred or paid to Customers or other third parties in respect of the Materials, including claims relating to specifications and quality of the Materials, or their transportation or use, and including legal expenses incurred in defending or bringing such claims;

Hedging costs and expenses, if hedging is requested by Seller or required by Buyer;

Finance charges in respect of all sums paid by the Buyer, including fees and expenses in relation to any letters of credit; and

Any other relevant costs and expenses attributable to the sale of the Materials.

Expense Report: All Transaction Costs deducted under clause 8 (Payment) must be supported by the delivery to the Seller of an expense report (“Expense Report”), together with the final payment made to Seller in accordance with clause 8 (Payment), which Expense Report shall set out in reasonable detail the determination of each of the Transaction Costs deducted by Traxys, and shall include copies of all relevant receipts, invoices and other forms of documents evidencing such Transaction Costs.

Objection to Expense Report: Within 30 days after the receipt of an Expense Report, Seller may object to any of the Transaction Costs described in such Expense Report on the basis that such expenses are not authorized to be deducted under the terms of this Agreement, by notifying Traxys in writing of the basis of such objection in reasonable detail. Thereafter, Seller and Buyer shall use their best endeavors to settle the matter, including by consulting and negotiating with each other to reach a resolution satisfactory to each such Party, failing which, either of Seller and Buyer may refer such dispute for resolution in accordance with clause 18 (Dispute Resolution) after a period of 30 days from the date Seller and Buyer first met to resolve such matter. Any objection by Seller hereunder shall not relieve Buyer or Seller, as applicable, from making final payment in accordance with clause 8 hereof, and any adjustment arising from such objections shall be paid promptly after such objection is resolved.

MHP FEE

DELIVERY & SHIPMENT

Documentation proving release from Seller to Buyer of the Materials, including inter alia:

Holding and Title Certificate issued by Seller to Buyer’s order; or

Truck or railway bills of lading provided by Buyer;

Seller’s provisional commercial invoice (where Seller has elected to use the Working Capital Facility) or pro forma invoice (where Seller has not elected to use the Working Capital Facility) in any case to be delivered not later than one day from delivery date;

Seller’s certificate of origin;

Seller’s provisional weights and assays certificates indicating all metal contents on a lot-by-lot basis;

Packing lists issued by the Seller, showing net quantity per unit of packing;

Safety Data Sheet (SDS); and

Any other required documents as requested by Buyer for the safe domestic and international transport and handling of the Materials that are customarily the responsibility of a seller in accordance with EXW (Incoterms^® 2020) (together, “Title Documents”).

PRICE

Benchmark Prices:

Final Price:

Provisional Price:

Where the Material has been sold forward by Traxys to a Customer at the time of delivery to Traxys:

If the Customer Final Price for the shipment for sale to the Customer is known at the time of delivery to the Buyer, then the provisional price will be [XXX]. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price; provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract; and

If the Customer Final Price for the shipment for sale to the Customer is unknown at the time of delivery to the Buyer, then the provisional price will be the estimated Customer Final Price, as determined by the Buyer using all relevant formulas in the Customer Contract. The provisional payment to the Seller for such Material will be [XXX]% of the provisional price, provided that the provisional payment percentage of [XXX]% shall be reduced, if applicable, to be the provisional payment percentage in any corresponding Customer Contract.

Where the Material remains unsold at the time of delivery to Traxys, the provisional price will be mutually agreed by Buyer and Seller using the benchmark prices set forth in clause 7.1 above and a provisional quotational period (being the average of the five business days preceding the date of delivery to the Buyer) and the provisional payment will be equal to [XXX]% of the provisional price.

Notwithstanding the foregoing, where the Material is “Off Spec Material,” the provisional price shall be [XXX]% of the benchmark prices set forth in clause 7.1 above and the provisional quotational period shall be the average of the five business days preceding the date of delivery to the Buyer.

In the case of Manganese Carbonate, whether sold forward or unsold at the time of delivery to Traxys, the provisional price shall be reduced by the expected shipping costs for the Material, to be mutually agreed by the Buyer and Seller.

US Dollars:

PAYMENT

First Provisional Payment:

Second Provisional Payment:

in the case of a difference in favor of Seller, the second provisional payment shall be made by Buyer upon presentation by Seller of a second provisional commercial invoice that expressly requests the making of such second provisional payment to Seller, or

in the case of a difference in favor of Buyer, the second provisional payment shall be made by Seller upon presentation by Buyer of a provisional commercial invoice that sets out the amount to be paid by Seller.

Final Payment:

Final Payment Date:

WEIGHING, SAMPLING AND MOISTURE DETERMINATION

Final weighing, sampling and assay determination shall be governed by the Customer Contract.

Buyer reserves the right to independently perform a provisional weighing, sampling and assay determination, prior to the first provisional payment.

TAXES AND DUTIES

INSURANCE

TITLE AND RISK

Title to the Material for each shipment or any part thereof shall pass from Seller to Buyer upon delivery of the Material, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

Risk of loss or damage to the Material shall pass from Seller to Buyer upon delivery at the Rochester Hub, in accordance with clause 6 (Delivery and Shipment) of this Agreement.

INCOTERMS^®

CHANGES IN QUOTATIONS

FORCE MAJEURE

In the event of any war (declared or undeclared), revolution, terrorism, act of God, flood, storm, earthquake, fire, explosion, strike, lockout, act of Government or Government appointed agents including but not limited to changes in tariffs, duties, import and export controls or quotas, and environmental regulations, obstruction or blockage of port or wharf, lack of railway facilities or delays on route whether due to mechanical fault or action of the elements, or in the event of any other like events or causes whatsoever beyond the reasonable control of Seller or Buyer which were not reasonably foreseeable and which could not be reasonably avoided (any such cause being hereinafter called “Force Majeure”) preventing or hindering Seller or Buyer from performing its obligations in this Agreement, the Party whose performance is prevented or hindered by Force Majeure may suspend delivering or accepting a delivery of Material hereunder for the period of the Force Majeure event (but no longer) if it shall give prompt written notice to the other Party of the details of such Force Majeure event, and an estimate of the time period for which the Force Majeure event shall remain in effect. Force Majeure shall not apply to any tonnage for which a pricing has been established in part or in full or transport of any kind has been booked. In no event shall Force Majeure operate to delay or extend the due date for any repayments of principal or interest of any loans or advances extended to Seller by Buyer or an affiliate of Buyer.

Each Party is fully aware of the potential impact on the performance of the other Party’s obligations under this Agreement arising out of the COVID-19 pandemic and governmental and other actions that have been taken or may in the future be taken in response thereto, and each Party acknowledges that the awareness of such event or condition will not act to prevent the other Party from declaring a Force Majeure event that otherwise would be applicable hereunder.

NOTICES

If to Seller and/or HubCo:

If to Traxys:

GOVERNING LAW

DISPUTE RESOLUTION

SUCCESSION AND ASSIGNMENT

LIMITATION ON DAMAGES

CONFIDENTIALITY

PUBLIC ANNOUNCEMENTS & FILINGS

Traxys has been provided with a reasonable and proper opportunity to review and comment on the proposed public announcement or filings; and

Traxys has been provided with a reasonable and proper opportunity to propose redactions of commercially sensitive information prior to such public announcement or filings.

SEVERABILITY

TERMINATION; SUSPENSION OF OBLIGATIONS

Each of Seller and Buyer may terminate this Agreement by written notice to the other Party, with immediate effect:

if the other Party (or, in the case of Seller, HubCo) commits a material breach of its obligations under this Agreement and, when such breach is capable of being remedied, fails to remedy such breach within a reasonable time (not less than 30 days) of written notice of breach;

if the other Party (or, in the case of Seller, HubCo) enters into liquidation, becomes insolvent, is declared bankrupt, enters into any kind of receivership or makes any arrangement or composition or assignment for the benefit of any creditor; or

as provided in clause 15 (Force Majeure).

If a Party delivers the written notice described in clause 24.1(a) to the other Party, the delivering Party may suspend performance of its obligations hereunder as of the date of such notice until the earlier of: (x) the other Party having cured such material breach in accordance with clause 24.1(a); and (y) the termination of this Agreement in accordance with clause 24.1.

Termination of this Agreement shall not affect any rights or obligations which may have accrued prior to such termination and, on termination of this Agreement, each Party shall promptly pay to the other Party all sums owed to the other Party under this Agreement. The obligations of each Party set out in this clause 24 and clauses 16, 17, 18, 20, 21 and 25 shall continue in full force and effect notwithstanding any termination of this Agreement.

DEFINITIONS

“Kg” shall mean one kilogram, or 1,000 grams, 2.2046 pounds.

“LME” shall mean the London Metal Exchange Limited.

The terms “tonne” or “MT” means a metric tonne of 1,000 kilograms (Kgs) equivalent to 2,204.62 pounds avoirdupois, wet (WMT) or dry (DMT) basis as specifically stated herein.

“USD” or “US Dollar” is the currency of United States of America.

All references to dollar amounts in this Agreement are quoted in U.S. Dollars.

Any other abbreviations shall be as per the usual standard of the industry.

NO OTHER AGREEMENT, ETC.

This Agreement and the Allocation Agreement constitute the entire agreement between the Parties concerning the subject matter hereof and there are no understandings, representations (actionable in contract, tort or otherwise) or warranties of any kind with respect to such subject matter not expressly set forth herein or therein. This Agreement supersedes the Original Agreement, from and after the Effective Date.

This Agreement supersedes all correspondence, orders, or confirmations of the Parties with respect to matters covered hereby.

For sake of clarity and avoidance of doubts only, the Parties acknowledge that nothing herein shall affect the rights or obligations of the Parties under the following agreements:

the Black Mass Agreement;

the Letter Agreement dated December 15, 2021 by and between Traxys and LICY (provided that the Parties acknowledge and agree that LICY and its affiliates do not have any requirements for services of Traxys and its affiliates, and shall have no obligations to Traxys and its affiliates, with respect to the planned Commercial Hub in Portovesme, Italy being jointly developed by affiliates of LICY and Glencore plc);

the LGES Nickel Sulphate Off-Take Agreement;

the LG Chem Nickel Sulphate Off-Take Agreement; and

Nickel Sulphate Off-Take Agreements – Side Letter dated April 20, 2022 by and between Traxys and Seller (as assignee of Li-Cycle Americas Corp., pursuant to an Assignment, Assumption & Joinder Agreement dated as of July 1, 2023).

No modification or waiver of this Agreement or any right or obligation of any Party hereunder 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.

HUBCO – ANTI-AVOIDANCE

LICY has advised Traxys that HubCo is currently engaged in the business of toll processing Black Mass to produce Refined Products for the account of Seller and does not produce, own or sell Refined Products for its own account. In the event that HubCo or another subsidiary of Seller becomes engaged in the production or ownership of Refined Products for its own account, then HubCo shall be deemed to have entered into, or in the case of such other subsidiary of Seller, Seller shall cause such other subsidiary to enter into, a bilateral agreement with Buyer for the marketing and sale of such Refined Products, on the terms set forth herein, mutatis mutandis, for the balance of the Term.

Each of HubCo and any such other subsidiary shall be jointly and severally liable along with Seller for the obligations of Seller arising under this Agreement.