Consulting Agreement, dated April 30, 2025, by and between Li-Cycle Holdings Corp. and Michelle Faysal dba

Ms. Jacqueline Dedo, Independent Board Chair

/s/ Michelle T. Faysal

/s/ Jacqueline Dedo

May 1, 2025

Work with the Finance team of Li-Cycle to provide all necessary financial reporting required for both statutory, legal and other reporting obligations.

Work with the CRO to ensure all financial information required for any potential sale of the business is provided as requested.

Support the Special Committee of the Board of Directors as needed.

management effectiveness (“ ”) will perform the Services in accordance with applicable professional standards.

will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor have any right, power or authority to bind the other.

will not assume any of your management responsibilities in connection with the Services. will not be responsible for the use or implementation of the output of the Services, although may otherwise provide advice and recommendations to assist you in your management functions and making decisions.

You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes.

You shall provide (or cause others to provide) to , promptly, the information, resources and assistance (including access to records, systems, premises and people) that I reasonably require to perform the Services.

To the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client Information to will not infringe any copyright or other third-party rights.

will rely on Client Information made available to and, unless expressly agrees otherwise, will have no responsibility to evaluate or verify it.

You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

Any information, advice, recommendations or other content of any reports, presentations or other communications provided under this Agreement (“Reports”), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services).

You may not disclose a Report (or any portion or summary of a Report) externally or refer to in connection with the Services, except, notwithstanding anything herein to the contrary: (a) to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the Services, (b) to the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify me), (c) to other persons, with my prior written consent, who have executed an access letter substantially in the form prescribed by the applicable Project Proposal, and who may use it only as I have specified in my consent, (d) to the extent it contains Tax Advice, as set forth in Section 11 (e) to external accountants and auditors who require any reports as part of their audit work or (f) as may be required or advisable in connection with any Insolvency Proceedings.

You may disclose to your own tax advisors a Report (or a portion thereof) solely to the extent that it relates to your obtaining their advice on tax matters, including tax advice, tax opinions, tax returns, or the tax treatment or tax structure of any transaction to which the Services relate (“Tax Advice”).

You may incorporate into documents that you intend to disclose externally summaries, calculations or tables based on Client Information contained in a Report, but not my recommendations, conclusions or findings. However, you must assume sole responsibility for the contents of those documents and not refer to in connection with them. This provision does not affect your ability to circulate Reports internally.

You may not rely on any draft Report. shall not be required to update any final Report for circumstances of which I become aware, or events occurring, after its delivery.

You (and any others for whom Services are provided) may not recover from , in contract or tort (including negligence), under statute or otherwise, any consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, including any amount for loss of profit, data or goodwill, whether or not the likelihood of such loss or damage was contemplated.

You (and any others for whom Services are provided) may not recover from , in contract or tort (including negligence), under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the Services. This limitation will not apply to losses caused by my fraud or willful misconduct or to the extent prohibited by applicable law or professional regulations.

If is liable to you (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, my liability to you shall be several and not joint and several, solidary or in solidum, with such others, and shall be limited to our fair share of that total loss or damage, based on my contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of my proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.

You shall make any claim relating to the Services or otherwise under this Agreement no later than one year after you became aware (or ought reasonably to have become aware) of the facts giving rise to any alleged such claim and in any event, no later than two years after the completion of the particular Services (and the parties agree that the limitation periods established by the Limitations Act, 2002 (Ontario) or any other applicable legislation shall be varied and/or excluded accordingly). This limitation will not apply to the extent prohibited by applicable law or professional regulations.

In addition to the specific section related to Indemnity, set out above as part of the Project Proposal, to the fullest extent permitted by applicable law and professional regulations, you shall indemnify , against all claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the third parties’ use of or reliance on any Report (including Tax Advice) disclosed to it by or through you or at your request.

may use data, software, designs, utilities, tools, models, systems and other methodologies and knowhow (“Materials”) that I own or license in performing the Services. Notwithstanding the delivery of any Reports, retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).

Upon payment for particular Services, you may use any Materials included in the Reports relating to those Services, as well as the Reports themselves as permitted by this Agreement.

Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information (other than Tax Advice) provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it: (a) is or becomes public other than through a breach of this Agreement, (b) is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information, (c) was known to the recipient at the time of disclosure or is thereafter created independently, (d) is disclosed as necessary to enforce the recipient’s rights under this Agreement, or (e) must be disclosed under applicable law, legal process or professional regulations.

Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.

may collect, use, transfer, store or otherwise process (collectively, “Process”) Client Information that can be linked to specific individuals (“Personal Data”). may Process Personal Data in various jurisdictions in which operates. will Process Personal Data in accordance with applicable law, professional regulations and my privacy policy. will require any service provider that Processes Personal Data on my behalf to adhere to such requirements.

You warrant that you have the authority to provide the Personal Data to in connection with the performance of the Services and that the Personal Data provided to me has been processed in accordance with applicable law.

You shall pay my professional fees and specific pre-approved expenses in connection with the Services as detailed in the applicable Project Proposal. You shall also reimburse for other reasonable expenses incurred in performing the Services. My fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).

may charge additional professional fees if events beyond my control (including your acts or omissions) affect my ability to perform the Services as originally planned or if you ask me to perform additional tasks. Such fees will be approved in advance of time being incurred.

Neither you nor shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or my reasonable control.

This Agreement applies to all Services performed at any time (including before the date of this Agreement).

This Agreement shall terminate upon the completion of the Services. Either of us may terminate it, or any particular Services, earlier upon 30 days’ prior written notice to the other. In addition, may terminate this Agreement, or any particular Services, immediately upon written notice to you if I reasonably determine that I can no longer provide the Services in accordance with applicable law or professional obligations.

You shall pay for all work-in-progress, services already performed, and expenses incurred by up to and including the effective date of the termination of this Agreement. Payment is due within 7 days following receipt of my invoice for these amounts.

The provisions of this Agreement, including Section 12 and otherwise with respect to Reports, that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement, including our respective confidentiality obligations (other than those relating to Reports or under Section 12).

This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of law. Any dispute, claim or other matter arising out of or relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the Ontario courts, to which each of us agrees to submit for these purposes.

This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.

Both of us may execute this Agreement (including Statements of Work), as well as any modifications thereto, by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement or any Project Proposal hereunder.

You represent that the person signing this Agreement and any Project Proposal hereunder on your behalf is expressly authorized to execute it and to bind you and any of your affiliates or others for whom Services are performed to its terms. You also represent that this Agreement has, if necessary, been considered and approved by your External Advisors.

You agree that may, subject to professional obligations, act for other clients, except for your direct competitors.

Neither of us may assign any of our rights, obligations or claims under this Agreement.

If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the Cover Letter, (b) the applicable Project Proposal and any attachments thereto, (c) these General Terms and Conditions, and (d) other attachments to this Agreement.

may use your name publicly to identify you as a client, but may refer to you in connection with the Services only if it is a matter of public knowledge that is providing them (or has provided them).