SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 1)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Li-Cycle Holdings Corp.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

50202P105

(CUSIP Number)

Ajay Kochhar

Li-Cycle Holdings Corp.

207 Queens Quay West, Suite 590,

Toronto, ON M5J 1A7

(877) 542-9253

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 19, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 50202P105 SCHEDULE 13D

1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   Ajay Kochhar
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   25,027,868 Common Shares*
		8	SHARED VOTING POWER   0 Common Shares
		9	SOLE DISPOSITIVE POWER   25,027,868 Common Shares
		10	SHARED DISPOSITIVE POWER   0 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   25,027,868 Common Shares**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.14%*** of Common Shares
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   HC-IN

* There is an oral agreement among Ajay Kochhar (“Ajay Kochhar” or “Mr. Kochhar”), The Kochhar Family Trust, an irrevocable trust established under the laws of the Province of Ontario, Canada (the “Trust”), Maplebriar Holdings Inc., a corporation organized under the laws of the Province of Ontario (“Maplebriar Holdings”), and 2829908 Delaware LLC, a Delaware limited liability company, that grants Mr. Kochhar the sole power to control the voting and disposition of the common shares without par value of Li-Cycle Holdings Corp. (the “Common Shares”), a corporation organized under the laws of Ontario, Canada (the “Issuer”), held by 2829908 Delaware LLC.

** Of the total amount of Common Shares beneficially owned by Mr. Kochhar as of May 18, 2023, (1) 75,957 Common Shares were owned directly by Mr. Kochhar, and (2) 24,862,612 Common Shares were owned by 2829908 Delaware LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Maplebriar Holdings, having a sole shareholder, the Trust. Mr. Kochhar is one of three trustees of the Trust, along with Mr. Kochhar’s brother and father, and the beneficiaries of the Trust are principally relatives of Mr. Kochhar. In addition, Mr. Kochhar has vested options to acquire 89,299 Common Shares, which includes options to acquire (i) 58,597 Common Shares at a price of US$10.93 per share until August 10, 2031 and (ii) 30,702 Common Shares at a price of US$7.58 per share until January 31, 2032. There is an oral agreement among Mr. Kochhar, the Trust, Maplebriar Holdings and 2829908 Delaware LLC that grants Mr. Kochhar the sole power to control the voting and disposition of the Common Shares held by 2829908 Delaware LLC.

*** Calculations of percentage ownership in this Schedule 13D are based upon (1) a total of 176,993,714 Common Shares of the Issuer outstanding as of May 18, 2023 and (2) Mr. Kochhar’s options to acquire 89,299 Common Shares that are vested. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) governing beneficial ownership, the calculation of percentage ownership includes Common Shares that the Reporting Person has the right to acquire within 60 days but does not include any other Common Shares issuable upon the exercise of any other outstanding options, warrants or similar instruments held by other persons.

CUSIP No. 50202P105

1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   2829908 Delaware LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   24,862,612 Common Shares*
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   24,862,612 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,862,612 Common Shares**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.05%*** of Common Shares
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

* There is an oral agreement among Ajay Kochhar, the Trust, Maplebriar Holdings and 2829908 Delaware LLC that grants Mr. Kochhar the sole power to control the voting and disposition of the Common Shares held by 2829908 Delaware LLC.

** 24,862,612 Common Shares were beneficially owned directly as of May 18, 2023 by 2829908 Delaware LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Maplebriar Holdings, having a sole shareholder, the Trust. Mr. Kochhar is one of three trustees of the Trust, along with Mr. Kochhar’s brother and father and the beneficiaries of the Trust are principally relatives of Mr. Kochhar. There is an oral agreement among Ajay Kochhar, the Trust, Maplebriar Holdings and 2829908 Delaware LLC that grants Mr. Kochhar the sole power to control the voting and disposition of the Common Shares held by 2829908 Delaware LLC.

*** Calculations of percentage ownership in this Schedule 13D are based upon (1) a total of 176,993,714 Common Shares of the Issuer outstanding as of May 18, 2023 and (2) Mr. Kochhar’s options to acquire 89,299 Common Shares that are vested. In accordance with the rules of the SEC governing beneficial ownership, the calculation of percentage ownership includes Common Shares that the Reporting Person has the right to acquire within 60 days but does not include any other Common Shares issuable upon the exercise of any other outstanding options, warrants or similar instruments held by other persons.

CUSIP No. 50202P105

1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   Maplebriar Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   24,862,612 Common Shares*
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   24,862,612 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,862,612 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.05%** of Common Shares
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

* 24,862,612 Common Shares were beneficially owned as of May 18, 2023 by 2829908 Delaware LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Maplebriar Holdings, having a sole shareholder, The Trust. Mr. Kochhar is one of three trustees of the Trust, along with Mr. Kochhar’s brother and father and the beneficiaries of the Trust are principally relatives of Mr. Kochhar. There is an oral agreement among Ajay Kochhar, the Trust, Maplebriar Holdings and 2829908 Delaware LLC that grants Mr. Kochhar the sole power to control the voting and disposition of the Common Shares held by 2829908 Delaware LLC.

** Calculations of percentage ownership in this Schedule 13D are based upon (1) a total of 176,993,714 Common Shares of the Issuer outstanding as of May 18, 2023 and (2) Mr. Kochhar’s options to acquire 89,299 Common Shares that are vested. In accordance with the rules of the SEC governing beneficial ownership, the calculation of percentage ownership includes Common Shares that the Reporting Person has the right to acquire within 60 days but does not include any other Common Shares issuable upon the exercise of any other outstanding options, warrants or similar instruments held by other persons.

CUSIP No. 50202P105

1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   The Kochhar Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   24,862,612 Common Shares*
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   24,862,612 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,862,612 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.05%** of Common Shares
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

* 24,862,612 Common Shares were beneficially owned as of May 18, 2023 by 2829908 Delaware LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Maplebriar Holdings, having a sole shareholder, The Trust. Mr. Kochhar is one of three trustees of the Trust, along with Mr. Kochhar’s brother and father and the beneficiaries of the Trust are principally relatives of Mr. Kochhar. There is an oral agreement among Ajay Kochhar, the Trust, Maplebriar Holdings and 2829908 Delaware LLC that grants Mr. Kochhar the sole power to control the voting and disposition of the Common Shares held by 2829908 Delaware LLC.

** Calculations of percentage ownership in this Schedule 13D are based upon (1) a total of 176,993,714 Common Shares of the Issuer outstanding as of May 18, 2023 and (2) Mr. Kochhar’s options to acquire 89,299 Common Shares that vested and rolled over pursuant to the Arrangement and remain outstanding under Legacy Option Plan. In accordance with the rules of the SEC governing beneficial ownership, the calculation of percentage ownership includes Common Shares that the Reporting Person has the right to acquire within 60 days but does not include any other Common Shares issuable upon the exercise of any other outstanding options, warrants or similar instruments held by other persons.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Statement of

Ajay Kochhar

2829908 Delaware LLC

Maplebriar Holdings Inc.

The Kochhar Family Trust

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

LI-CYCLE HOLDINGS CORP.

This amended statement on Schedule 13D/A (this “Amendment”) constitutes Amendment No. 1 to the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by Ajay Kochhar, 2829908 Delaware LLC, Maplebriar Holdings Inc. and The Kochhar Family Trust (the “Reporting Person”), with respect to Li-Cycle Holdings Corp., a Delaware corporation (the “Issuer”), on August 5, 2021 (the “Schedule 13D” and, together with this Amendment, the “Statement”). The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

ITEM 1. SECURITY AND ISSUER

The information contained in Item 1 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The principal executive office of the Issuer is located at 207 Queens Quay West, Suite 590, Toronto, Ontario, Canada M5J 1A7.

ITEM 4. PURPOSE OF TRANSACTION

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The information contained in Item 6 of this Amendment is incorporated herein by reference.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Forward Contract

On May 19, 2023, 2829908 Delaware LLC entered into an agreement (the “Forward Contract”) establishing the terms and conditions of a variable forward transaction with Citibank, N.A. (“Citi”). The Forward Contract obligates 2829908 Delaware LLC to deliver to Citi (or any assignee thereof in accordance with the

Forward Contract) up to the Number of Shares (defined below) based on the share prices over a specified period (the “Valuation Period”). The “Number of Shares” is defined as the number of Common Shares in respect of which Citi completes an initial hedge during the Hedge Period (as defined in the Forward Contract) commencing no earlier than on the 91st day after the entry into the Forward Contract, subject to certain conditions set forth in the Forward Contract, provided that such number shall not exceed 3,000,000 Common Shares. Alternatively, 2829908 Delaware LLC may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period (the “Settlement Price”). Under the terms of the Forward Contract, 2829908 Delaware LLC will receive a prepayment amount equal to a portion of the product of the average per share price at which Citi completes its hedging share sales during the Hedge Period, net of trading costs (the “Initial Share Price”), and the Number of Shares.

2829908 Delaware LLC has agreed to pledge the Number of Shares, which could be up to 3,000,000 Common Shares (the “Pledge Shares”) to secure its obligations under the Forward Contract, and retains voting rights in the Pledge Shares that have not been lent to Citi during the term of the pledge absent a default under the Forward Contract.

If 2829908 Delaware LLC elects share settlement, 2829908 Delaware LLC will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is less than 90% of the Initial Share Price. As noted above, alternatively 2829908 Delaware LLC may choose to deliver a cash equivalent amount in lieu of such shares.

Mr. Kochhar, through 2829908 Delaware LLC, entered into the Forward Contract in accordance with the Kochhar family’s financial plan, to provide financial flexibility to support ongoing investments and estate planning. Because Mr. Kochhar has the discretion to elect to settle the Forward Contract in cash, the Forward Contract permits Mr. Kochhar to effectively retain ownership of the Common Shares, and, if the Forward Contract is ultimately settled in cash, participate in all future stock price appreciation after such settlement.

At this time, Mr. Kochhar remains committed to being a long-term shareholder of the Issuer, intends for 2829908 Delaware LLC to satisfy its obligations under the Forward Contract with cash at or before maturity, and has no intention of selling, or causing 2829908 Delaware LLC to sell, any Common Shares. If 2829908 Delaware LLC, however, were to default on its obligations under the Forward Contract and fail to cure such default, Citibank would have the right to foreclose up to the number of Common Shares pledged by 2829908 Delaware LLC to satisfy such obligations. Moreover, at this time there can be no assurances that the Forward Contract will ultimately settle in cash.

The Issuer’s Insider Trading Policy permits hedging and pledging transactions only where such transactions have been proposed by a director or executive officer of the Issuer, reviewed and recommended by the Nominating and Governance Committee of the Board of Directors of the Issuer, and approved by the Board of Directors of the Issuer. The transaction represented by the Forward Contract has been approved in accordance with the terms of the Issuer’s Insider Trading Policy.

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

The information contained in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

Exhibit No.	Description
10.1	Investor and Registration Rights Agreement, dated August 10, 2021, by and among Li-Cycle Holdings Corp. and the parties named therein (filed as Exhibit 10.5 to the Issuer’s 20-F, dated as of August 16, 2021, and incorporated herein by reference).
10.2	Li-Cycle Holdings Corp. 2021 Incentive Award Plan (filed as Exhibit 10.1 to the Issuer’s 20-F, dated as of August 16, 2021, and incorporated herein by reference).
10.3	Employment Agreement between Li-Cycle Corp. and Mr. Kochhar, dated as of September 1, 2020 (filed as Exhibit 10.17 to the Issuer’s F-4/A (SEC File No. 333-254843) and incorporated herein by reference).
10.4	Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2023, by and between 2829908 Delaware LLC and Citibank, N.A.

10.5	Pledge and Security Agreement, dated May 19, 2023, by and between 2829908 Delaware LLC and Citibank, N.A.
10.6	Account Control Agreement, dated May 19, 2023, by and among 2829908 Delaware LLC, Citibank, N.A. and Citigroup Global Markets Inc.
99.1	Joint Filing Agreement, dated as of May 19, 2023, by and among Ajay Kochhar, 2829908 Delaware LLC, Maplebriar Holdings Inc. and The Kochhar Family Trust.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 19, 2023

Ajay Kochhar
By:	/s/ Ajay Kochhar
	Name:	Ajay Kochhar
Maplebriar Holdings Inc.
By:	/s/ Ajay Kochhar
	Name:	Ajay Kochhar
	Title:	CEO
The Kochhar Family Trust
By:	/s/ Ajay Kochhar
	Name:	Ajay Kochhar
	Title:	Trustee
2829908 Delaware LLC
By:	/s/ Ajay Kochhar
	Name:	Ajay Kochhar
	Title:	CEO

EX-10.4

Exhibit 10.4

Execution Version

MASTER TERMS AND CONDITIONS FOR PREPAID VARIABLE SHARE FORWARD TRANSACTIONS

BETWEEN CITIBANK, N.A. AND 2829908 DELAWARE LLC

The purpose of this Master Terms and Conditions for Prepaid Variable Share Forward Transactions (including the Annexes hereto, the “Master Confirmation”), dated as of May 19, 2023, is to set forth certain terms and conditions for one or more prepaid variable share forward transactions that 2829908 Delaware LLC, a Delaware limited liability company (“Counterparty”) will enter into with Citibank, N.A. (“Citibank”) from time to time. Each such transaction (a “Transaction”) entered into between Citibank and Counterparty that is to be subject to this Master Confirmation shall be evidenced by (i) a supplemental confirmation substantially in the form of Annex A hereto (a “Supplemental Confirmation”) and (ii) a pricing supplement substantially in the form of Annex B hereto (a “Pricing Supplement”), each with such modifications thereto as to which Counterparty and Citibank mutually agree. This Master Confirmation, each Supplemental Confirmation and the related Pricing Supplement together shall constitute a “Confirmation” as referred to in the Agreement specified below.

1. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Master Confirmation.

This Master Confirmation, each Supplemental Confirmation and the related Pricing Supplement evidence a complete binding agreement between Citibank and Counterparty as to the terms of the Transaction to which this Master Confirmation, such Supplemental Confirmation and such Pricing Supplement relate. This Master Confirmation, each Supplemental Confirmation and the related Pricing Supplement supplement, form a part of, and are subject to, an agreement in the form of the ISDA 2002 Master Agreement, as published by ISDA, as if Citibank and Counterparty had executed that agreement on the date hereof (without any Schedule but with the modifications and elections set forth herein, the “Agreement”). All provisions contained in the Agreement govern this Master Confirmation, each Supplemental Confirmation and the related Pricing Supplement except as expressly modified herein or in the related Supplemental Confirmation or Pricing Supplement. For the avoidance of doubt, the Transactions under this Master Confirmation shall be the only transactions under the Agreement and shall not be subject to any other (existing or deemed) master agreement to which Citibank and Counterparty are parties.

THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION, THE RELATED PRICING SUPPLEMENT AND THE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS. NOTHING IN THIS PROVISION SHALL PROHIBIT EITHER PARTY FROM BRINGING AN ACTION TO ENFORCE A MONEY JUDGMENT IN ANY OTHER JURISDICTION.

If, in relation to any Transaction to which this Master Confirmation, each Supplemental Confirmation and the related Pricing Supplement, relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation, the related Pricing Supplement, and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Pricing Supplement; (ii) such Supplemental Confirmation; (iii) this Master Confirmation; (iv) the Equity Definitions; and (v) the Agreement.

Each party will make each payment specified in this Master Confirmation or each Supplemental Confirmation and the related Pricing Supplement as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

This Master Confirmation and the Agreement, together with the Supplemental Confirmation and the related Pricing Supplement relating to a Transaction, shall constitute the written agreement between Counterparty and Citibank with respect to such Transaction.

2. Set forth below are the general terms and conditions related to the prepaid variable share forward transactions which, together with the terms and conditions set forth in the Supplemental Confirmation and related Pricing Supplement (in respect of the related Transaction), shall govern such Transaction.

General Terms:

Trade Date:	For each Transaction, as set forth in the related Supplemental Confirmation.
Seller:	Counterparty.
Buyer:	Citibank.
Shares:	The common shares of Li-Cycle Holdings Corp. (the “Issuer”) (Exchange symbol “LICY”), or security entitlements in respect thereof.
Components:	Each Transaction shall be divided into a number of individual Components equal to the Number of Components for such Transaction, each with the terms set forth in this Master Confirmation, the related Supplemental Confirmation and the Pricing Supplement, and in particular with the Number of Shares and Scheduled Valuation Dates set forth in the related Pricing Supplement. The payments and deliveries to be made upon settlement of each Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
Number of Shares:	For each Component of a Transaction, as set forth in the related Pricing Supplement, to be determined as follows:
	(i) if Citibank or its affiliates have established Citibank’s initial Hedge Position in respect of the Maximum Number of Shares set forth in the Supplemental Confirmation, to be equal to (A) the Maximum Number of Shares divided by (B) the Number of Components; and
	(ii) otherwise, to be equal to (x) the number of Shares for which Citibank or its affiliate have established Citibank’s initial Hedge Position during the Hedge Period divided by (y) the Number of Components,
	in each case rounded using a rounding convention determined by the Calculation Agent, with any remainder allocated to the final Component. For the avoidance of doubt, for each Transaction the sum of the Number of Shares in respect of all Components of such Transaction shall be equal to the Maximum Number of Shares or the number of Shares determined pursuant to clause (ii)(x) above, as the case may be, for such Transaction.
Number of Components:	For each Transaction, as set forth in the related Supplemental Confirmation.
Maximum Number of Shares:	For each Transaction, as set forth in the related Supplemental Confirmation.
Highest Maximum Number of Shares:	For each Transaction, as set forth in the related Supplemental Confirmation.

2

Hedge Period:	For each Transaction, the period commencing on, and including, the Hedge Period Start Date and ending on, and including, the earlier of (i) the Scheduled Trading Day on which Citibank (or any of its affiliates) finishes establishing Citibank’s initial Hedge Position in respect of the Highest Maximum Number of Shares and (ii) the Cutoff Date (such earlier date, as specified in the Pricing Supplement, the “Hedge Completion Date”). If Citibank (or any of its affiliates) does not finish establishing Citibank’s initial Hedge Position in respect of such Transaction by the close of the regular trading session on the Exchange on the Cutoff Date, the aggregate Number of Shares for all Components under such Transaction shall be reduced to the number of Shares for which Citibank (or any of its affiliates) shall have established Citibank’s initial Hedge Position in respect of such Transaction, and the Calculation Agent may make any corresponding mechanical adjustments to the terms of such Transaction necessary to reflect such reduction.
	Promptly following the Hedge Completion Date for each Transaction, Citibank shall deliver the Pricing Supplement for such Transaction to Counterparty and, absent any manifest error in such Pricing Supplement, Counterparty shall countersign such Pricing Supplement.
Hedge Period Start Date:	For each Transaction, as set forth in the related Supplemental Confirmation.
Cutoff Date:	For each Transaction, as set forth in the related Supplemental Confirmation, subject to “Market Disruption Event” below.
Initial Share Price:	For each Transaction, as set forth in the related Pricing Supplement, to be the volume-weighted average price per Share at which Citibank (or any of its affiliates) establishes its initial hedge of the equity price risk undertaken by Citibank with respect to such Transaction by selling Shares in transactions conforming to the volume and manner-of-sale conditions described in Rule 144(e), (f) and (g) under the Securities Act (“Rule 144”) at such times and in such amounts as are determined in the exercise of Citibank’s commercially reasonable discretion, subject to the Hedge Parameters.
Hedge Parameters:	For each Transaction, as set forth in the related Supplemental Confirmation.
Prepayment:	Applicable.
Prepayment Amount:	For each Transaction, as set forth in the related Pricing Supplement, to be an amount in USD equal to the product of (i) the Initial Share Price, (ii) the aggregate Number of Shares in respect of all Components under such Transaction and (iii) the Prepayment Percentage.
Prepayment Percentage:	For each Transaction, as set forth in the related Supplemental Confirmation.
Prepayment Date:	For each Transaction, as set forth in the related Pricing Supplement, to be the later of (i) the second Currency Business Day immediately following the Hedge Completion Date and (ii) the Currency Business Day on which all of the conditions specified in Section 4 of this Master Confirmation are satisfied or waived by Citibank; provided that if such conditions are satisfied or waived after 3:00 p.m., New York time, on any Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

3

Variable Obligation:	Applicable.
Forward Floor Price:	For each Transaction, as set forth in the related Pricing Supplement, to be the product of the Initial Share Price and the Forward Floor Percentage.
Forward Floor Percentage:	For each Transaction, as set forth in the related Supplemental Confirmation.
Forward Cap Price:	For each Transaction, as set forth in the related Pricing Supplement, to be the product of the Initial Share Price and the Forward Cap Percentage.
Forward Cap Percentage:	For each Transaction, as set forth in the related Supplemental Confirmation.
Exchange:	The New York Stock Exchange.
Related Exchange(s):	All Exchanges.
Clearance System:	The Depository Trust Company.
Valuation:
In respect of any Component:
Valuation Dates:	As set forth in the related Pricing Supplement (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already a Valuation Date for another Component under any Transaction); provided that, if that date is a Disrupted Day, the Valuation Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and that is not or is not deemed to be a Valuation Date in respect of any other Component under any Transaction; provided, further, that, if the Valuation Date for any Component has not occurred pursuant to the preceding proviso as of the Final Disruption Date for such Transaction, the Final Disruption Date shall be the Valuation Date for such Component (irrespective of whether such day is a Valuation Date in respect of any other Component under any Transaction) and the Settlement Price for the Final Disruption Date shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Valuation Date, the Calculation Agent may determine that such Valuation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall make adjustments to the Number of Shares for the relevant Component for which such day shall be the Valuation Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Valuation Date for the remaining Shares for such Component, and (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Such determination shall be based on, among other factors, the duration of any

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	Market Disruption Event, the volume, historical trading patterns and price of the Shares and the effect of any Market Disruption Event on Citibank’s theoretical hedge position. Any Scheduled Trading Day on which, as of the Trade Date, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Trading Day is scheduled following the Trade Date, then such Scheduled Trading Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date.
	The Calculation Agent shall notify the parties of the occurrence of each Disrupted Day as promptly as practicable, and shall use good faith efforts to notify the parties of any determination hereunder no later than the third Exchange Business Day immediately following the last consecutively affected Scheduled Trading Day.
Final Disruption Date:	For each Transaction, as set forth in the related Supplemental Confirmation.
Market Disruption Event:	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by replacing the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time” with the words “at any time on any Scheduled Trading Day that otherwise would be a Valuation Date” and replacing the words “or (iii) an Early Closure” with “(iii) an Early Closure that the Calculation Agent determines is material or (iv) a Regulatory Disruption.”
	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	For each Disrupted Day that occurs in the Hedge Period, Citibank may in its reasonable discretion postpone the Cutoff Date by one Scheduled Trading Day.
Regulatory Disruption:	Any event that Citibank determines in its good faith, reasonable discretion, based on the advice of counsel, it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies or procedures adopted in good faith to address any such requirements (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Citibank) and applied in a manner consistent with their application to similar transactions for Citibank to refrain from or decrease any market activity in which it would otherwise engage in connection with the relevant Transaction; provided that such requirements, policies or procedures are generally applicable in similar situations and are applied in a consistent manner to similar transactions. Whenever a Regulatory Disruption occurs, Citibank shall notify Counterparty of such occurrence as soon as reasonably practicable under the circumstances and of any Valuation Date(s) affected by it; provided that Citibank shall not be required to communicate to Counterparty the reason for Citibank’s exercise of its rights pursuant to this provision if Citibank reasonably determines in good faith that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Citibank).

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Settlement Terms:
In respect of any Component:
Settlement Method Election:	Applicable; provided that the same settlement method shall apply to each Component of a Transaction.
Electing Party:	Counterparty; provided that if Citibank determines in good faith and based on advice of outside counsel that it is required to cash settle any Transaction in order to comply with Ontario securities legislation, then Cash Settlement shall continue to apply notwithstanding the Counterparty’s election.
Settlement Method Election
Date:	For each Transaction, the date that is ten Scheduled Trading Days before the first Scheduled Valuation Date of any Component of such Transaction.
Default Settlement Method:	Cash Settlement.
Initial Cash Settlement
Payment:	If Cash Settlement is applicable to a Transaction, Counterparty shall pay Citibank the Initial Cash Settlement Amount on the Currency Business Day immediately preceding the first Scheduled Valuation Date. If Counterparty fails to make the foregoing payment or to pay any Forward Cash Settlement Amount when due, Citibank shall be entitled to elect Physical Settlement for the Transaction or one or more Components thereof notwithstanding Counterparty’s election.
Initial Cash Settlement
Amount:	In respect of a Transaction to which Cash Settlement is applicable, an amount in USD equal to (a) the Number of Shares to be Delivered (determined without regard to rounding) multiplied by (b) the Settlement Price (where, only for the purposes of the Initial Cash Settlement Amount, the Settlement Price used for the calculation (including of the Number of Shares to be Delivered) shall equal the closing price of the Shares on the Exchange on the Exchange Business Day immediately preceding the date the Initial Cash Settlement Payment is due (or, if no such closing price is available on such day, such closing price shall be a price determined by the Calculation Agent).
Forward Cash Settlement
Amount:	In respect of a Transaction to which Cash Settlement is applicable, an amount in USD (which may be positive or negative) equal to (a) the “Forward Cash Settlement Amount” as determined under Section 8.5 of the Equity Definitions minus (b)(1) the Initial Cash Settlement Amount divided by (2) the number of Components for such Transaction.
	In lieu of Section 8.4(b) of the Equity Definitions, if the Forward Cash Settlement Amount is a positive number, then Counterparty shall pay to Citibank the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; if the Forward Cash Settlement Amount is a negative number, then Citibank shall pay to Counterparty the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and if the Forward Cash Settlement Amount is zero, no payments shall occur.

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Settlement Currency:	USD (as defined in the 2006 ISDA Definitions).
Settlement Price:	The volume-weighted average price per Share on the relevant Valuation Date, as reported by Bloomberg on such Exchange Business Day, on Bloomberg Page “LICY <equity> AQR <Go>” (or any successor page thereto); provided that, if such price is not so reported for any reason or is, in the Calculation Agent’s good faith and commercially reasonable discretion, erroneous, such Settlement Price determined by the Calculation Agent in good faith and in a commercially reasonable manner.
Settlement Date:	The date that is one Settlement Cycle immediately following the Valuation Date for such Component (or, if such date is not a Clearance System Business Day, the next following Clearance System Business Day).
Cash Settlement
Payment Date:	The date that is one Settlement Cycle immediately following the Valuation Date for such Component (or, if such date is not a Currency Business Day, the immediately following Currency Business Day).
Excess Dividend Amount:	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 8.4(b) and Section 9.2(a)(iii) of the Equity Definitions.
Share Adjustments; Dividend Payments:
In respect of any Component:
Method of Adjustment:	Calculation Agent Adjustment; provided that the Equity Definitions shall be amended by replacing the words “diluting or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and 11.2(e)(vii) with the words a “material economic ” and by adding the words “or the Transaction” after the words “theoretical value of the relevant Shares” in Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that adjustments may be made to account for any withholding or deduction of taxes (without duplication of any withholding to the extent Citibank is fully indemnified for such withholding pursuant to the Security Agreement) and changes in volatility, expected dividends, stock loan rate and liquidity relative to the relevant Share or the Transaction; provided, further that the parties hereto agree that any Share repurchases by the Issuer that are not Tender Offers, including those pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices and discounts thereto (all such repurchased Shares, the “Repurchased Shares”) shall not be considered Potential Adjustment Events; and provided, further, that the preceding proviso shall not apply to the extent that the aggregate Repurchased Shares in the form of Shares during the term of any Transaction would exceed 5% of the number of Shares outstanding as of the Trade Date, as determined in good faith and in a commercially reasonable manner by the Calculation Agent.

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Cash Dividend Payments:	If at any time during the period from, but excluding, the Hedge Period Start Date to, and including, the Valuation Date for any Component, an ex-dividend date for a cash dividend or distribution (a “Cash Dividend”) occurs with respect to the Shares, Counterparty will make a cash payment to Citibank, on the date such Cash Dividend is paid by the Issuer to holders of Shares, of an amount of cash equal to the product of (i) the Gross Dividend Amount per Share of such Cash Dividend, and (ii) the number of Shares that Citibank and/or its affiliates, as applicable, theoretically would be short in order to hedge the equity price risk of the relevant Component as of the close of the regular trading session on the Exchange on the Exchange Business Day immediately preceding the ex-dividend date for such Cash Dividend (each such amount, a “Dividend Payment”) (it being understood, for the avoidance of doubt, that such Dividend Payment shall be subject to any netting against the Manufactured Dividend (defined in the Security Agreement) as provided in Section 11 of the Security Agreement); provided that, in the event that (i) the amount of such Dividend Payment is different from the Manufactured Dividend (as defined in the Security Agreement) corresponding to such Cash Dividend or (ii) such Cash Dividend does not constitute an ordinary cash dividend by the Issuer, as determined by the Calculation Agent, then, in either case, the Calculation Agent may adjust one or more of the Forward Floor Price, the Forward Cap Price, the Number of Shares, or any other variable relevant to the valuation, settlement, payment or other terms of such Component, including requiring Counterparty to make a payment to Citibank, to reflect the effect of such Cash Dividend on the fair value of such Component.
Gross Dividend Amount:	With respect to a Cash Dividend, an amount equal to the actual dividend or distribution per Share before withholding or deduction of taxes at the source by or on behalf of any applicable authority having power to tax in respect of such dividend and excluding any imputation or other credits, refunds or deductions granted by any applicable authority having power to tax in respect of such dividend or distribution and any taxes, credits, refunds or benefits imposed, withheld, assessed or levied thereon.
Extraordinary Events:
Merger Event:	Section 12.1(b) of the Equity Definitions is amended by adding “arrangement,” after each instance of “amalgamation,”.
New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (i) the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors),” and (ii) the following phrase shall be inserted at the end thereof: “and (iii) in the case of a Merger Event, of an entity or person that is a corporation organized under the laws of Canada or any province or territory thereof or under the laws of the United States, any State thereof or the District of Columbia”.
Announcement Event:	If (i) an Announcement Date occurs in respect of any event or transaction that would, if consummated, lead to a Merger Event (for purposes of this and related provisions, the definition of Merger Event shall be read with the references therein to “100%” being replaced by “25%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), a Tender Offer, or other acquisition or

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	disposition by Issuer and/or its subsidiaries where the aggregate consideration or value exceeds 25 % of the market capitalization of Issuer as of the Announcement Date (such other acquisition or disposition, a “Significant Transaction”) or (ii) there is a public announcement or statement, in each case, by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertakings that may include, a Merger Event, Tender Offer or Significant Transaction, or any subsequent announcement or statement of a change to such intention (the occurrence of (i) or (ii), an “Announcement Event”), as determined by the Calculation Agent, then the “Consequences of Announcement Event” set forth below shall apply in respect of such Announcement Event. For purposes of any Transaction, a Significant Transaction shall be an Extraordinary Event.
Announcement Date:	The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions is hereby amended by (i) adding the words “or a Significant Transaction” immediately following the words “Merger Event” in the second and third lines thereof, (ii) replacing the word “leads to the” with the words “would, if consummated, lead to a” in the third and the fifth lines thereof, (iii) adding after the words “voting shares” in the fifth line thereof the words “, voting power or Shares” and (iv) inserting the words “by the Issuer, any Valid Third-Party Entity and/or any of their respective affiliates, agents, subsidiaries or representatives, or any subsequent public announcement of a change to such transaction or intention (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuance of, such a transaction or intention)” at the end of each of clauses (i) and (ii) thereof.
Valid Third-Party Entity:	In respect of any transaction or event, any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares).
Consequences of Announcement
Event:	With respect to any Announcement Event, the Calculation Agent shall determine the economic effect of such Announcement Event on the theoretical value of each Component of the Transaction (including without limitation any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) (i) within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the relevant Announcement Date or other date of announcement and (ii) on the Valuation Date or any earlier date of termination or cancellation for such Component and if, in the case of clause (i) or (ii), such economic effect is material, the Calculation Agent shall (x) adjust the terms of such Component to reflect such economic effect and the cumulative economic effect of prior announcements related to the Announcement Event that are made by any person or entity as it determines appropriate, in good faith and in a commercially reasonable manner, and determine the effective date of such adjustment or (y) if the Calculation Agent determines, on or after the Announcement Date or other date of announcement, that no adjustment it could make under clause (x) above is likely to produce a commercially reasonable result, the Calculation Agent may notify the parties that such Component of the Transaction will be terminated, in which case the amount payable upon such termination will

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	be determined by the Calculation Agent pursuant to the terms of this Master Confirmation as if such Announcement Event were an Extraordinary Event to which Cancellation and Payment were applicable. For the avoidance of doubt, any such adjustment shall be without prejudice to the application of the provisions set forth in the preceding sentence, “Consequences of Merger Events” and/or “Consequences of Tender Offers” with respect to any other Announcement Date in respect of the same event or transaction, or, if the related Merger Date or Tender Offer Date occurs on or prior to the Valuation Date or earlier date of termination for such Component, with respect to the related Merger Event or Tender Offer; provided that any such adjustment shall be taken into account by the Calculation Agent or the Determining Party, as the case may be, in determining any subsequent adjustment to the terms of the Transaction, or in subsequently determining any Cancellation Amount or an Early Termination Amount, as the case may be, on account of any related Announcement Date, Merger Event or Tender Offer; provided that the Calculation Agent shall make a maximum of two total adjustments in respect of any Announcement Event hereunder; provided, further that no adjustment by the Calculation Agent pursuant to any provision in this Master Confirmation shall be duplicative of any prior adjustment in respect of the same transaction or event made pursuant to any provision of this Master Confirmation.
Consequences of Merger Events:
(a) Share-for-Share:	Modified Calculation Agent Adjustment.
(b) Share-for-Other:	Cancellation and Payment.
(c) Share-for-Combined:	Component Adjustment.
Tender Offer:	Applicable; provided, however, that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing (i) “10%” in the third line thereof with “25%” and (ii) the definitions of “Tender Offer” and “Tender Offer Date” in Section 12.1 of the Equity Definitions shall be amended by adding after the words “voting shares” the words “, voting power or Shares”.
Consequences of Tender Offers:
(a) Share-for-Share:	Modified Calculation Agent Adjustment.
(b) Share-for-Other:	Modified Calculation Agent Adjustment.
(c) Share-for-Combined:	Modified Calculation Agent Adjustment.
Composition of Combined
Consideration:	Not Applicable; provided that, notwithstanding Sections 12.1 and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be determined by a holder of the Shares, the Calculation Agent will determine such composition.
Nationalization, Insolvency

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or Delisting:	Cancellation and Payment; provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange and the Calculation Agent shall make any adjustments it deems necessary to the terms of the Transaction, as if Modified Calculation Agent Adjustment were applicable to such event.
Limitation on Certain
Adjustments:	Notwithstanding any provision of the Equity Definitions or this Master Confirmation to the contrary, no adjustment solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to any Transaction as a result of a Potential Adjustment Event or an Extraordinary Event shall increase the Number of Shares for any Transaction (other than to account for a Potential Adjustment Event of the type described in Section 11.2(e)(i) or 11.2(e)(ii)(A) of the Equity Definitions). Notwithstanding any provision of the Equity Definitions or this Master Confirmation to the contrary, if the Calculation Agent determines that no such adjustment that it could make in accordance with the preceding sentence will produce a commercially reasonable result, then the Calculation Agent may notify the parties that the consequence of such event shall be the termination of such Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”, (ii) replacing the word “Shares” with “Hedge Positions” in the sixth line thereof, (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”, (iv) deleting the words “it” and “its” in the seventh line thereof and replacing them with the words “either party” and “such party’s”, respectively, and (v) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating to,” after the word “under” in clause (Y) thereof; provided, further, that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (A) any tax law or any specific proposals to amend the Income Tax Act (Canada) publicly announced by or on behalf of the Minister of Finance (Canada) or (B) adoption or promulgation of new regulations authorized or mandated by existing statute) or (ii) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date.

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Insolvency Filing:	Applicable; Section 12.9(a)(iv) of the Equity Definitions shall be amended by adding the following after the words “or other similar law affecting creditors’ rights”:
	“(including, for greater certainty, the commencement of any proceeding regarding a plan of arrangement under any corporations statute where the Issuer proposes or intends to propose an arrangement involving a compromise or conversion of liabilities with respect to any class of creditors of the corporation)”
Hedging Disruption:	Applicable; provided that:
	(a) “Hedging Disruption” shall be amended in its entirety to mean that a Hedging Party is unable, after using commercially reasonable efforts, due to external circumstances generally applicable to any participants in the relevant market or any relevant segment of the market in which the Hedging Party operates, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the Transaction in the manner contemplated by the Hedging Party on the Trade Date, or (B) realize, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such inability that (1) is incurred solely due to the deterioration of the creditworthiness of the Hedging Party, or (2) arises as a result of a failure of a system within the control of the Hedging Party, shall not be deemed a Hedging Disruption. For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing and other terms; and (b) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption.”
Increased Cost of Hedging:	Applicable; provided that:
	(a) “Increased Cost of Hedging” shall be amended in its entirety to mean that the Hedging Party, due to external circumstances generally applicable to any participants in the relevant market or any relevant segment of the market in which the Hedging Party operates, would incur a materially increased (as compared with the circumstances that existed on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (including, for the avoidance of doubt and without limitation, stock price risk and volatility risk) of entering into and performing its obligations with respect to the Transaction, or (B) realize, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that (1) is incurred solely due to the deterioration of the creditworthiness of the Hedging Party, (2) could be avoided by the Hedging Party, acting in a commercially reasonable manner based on prevailing circumstances applicable to the

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	Hedging Party, or (3) arises as a result of a failure of a system within the control of the Hedging Party, shall not be deemed an Increased Cost of Hedging; and (b) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by inserting the following words immediately following the word “Transaction” in clause (C) thereof: “or, at the option of the Hedging Party, the portion of the Transaction affected by such Increased Cost of Hedging.”
Hedging Party:	For all applicable Additional Disruption Events, Citibank, subject to “Hedging Adjustments” below.
Determining Party:	For all applicable Extraordinary Events, Citibank, subject to “Hedging Adjustments” below.
Hedging Adjustments:	For the avoidance of doubt, whenever Determining Party or Hedging Party is permitted or required to make an adjustment or a determination of any amount pursuant to the terms of this Master Confirmation, the Equity Definitions or the Agreement to take into account the effect of any event, Determining Party or Hedging Party, as the case may be, shall make such adjustment or determination in a commercially reasonable manner by reference to the effect of such event on Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Non-Reliance:	Applicable.
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable.
Additional Acknowledgments:	Applicable.
Transaction Documentation:	Collectively, this Master Confirmation, any Supplemental Confirmation, any related Pricing Supplement, the Agreement, the Security Agreement, the Control Agreement and each agreement or instrument delivered pursuant to the foregoing or the Collateral (as defined in the Security Agreement).

3. Calculation Agent:

Citibank; provided that, following the occurrence of an Event of Default under Section 5(a)(vii) of the Agreement with respect to which Citibank is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent with respect to the Transaction. Whenever the Calculation Agent is required to act or to exercise judgment in any way with respect to any Transaction hereunder, it will do so in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by the Calculation Agent, the Calculation Agent will, upon request by Counterparty, promptly, but in no event later than the 5th Exchange Business Day following such request, provide to Counterparty a report (in a commonly used file format for the storage and manipulation of financial data but without disclosing Citibank’s confidential or proprietary models or other information that may be confidential, proprietary or subject to contractual, legal or regulatory obligations to not disclose such information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be.

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4. Conditions Precedent: With respect to each Transaction, Citibank’s obligations under such Transaction are subject to the satisfaction or waiver (such waiver to be in writing) by Citibank of the following conditions:

(a) The representations and warranties of Counterparty contained herein, in the Agreement (including as may be modified herein) and in each Credit Support Document shall be true and correct as of the Trade Date as if made on the Trade Date;

(b) Counterparty shall have performed all of the covenants and obligations to be performed by Counterparty on or prior to the Trade Date hereunder, under the Agreement (including as may be modified herein) and under each Credit Support Document;

(c) Counterparty shall have executed the related Supplemental Confirmation;

(d) Counterparty shall have executed a Pledge and Security Agreement, dated as of the date of this Master Confirmation, between Counterparty and Citibank (the “Security Agreement”);

(e) Counterparty shall have executed an Account Control Agreement, dated as of the date of this Master Confirmation, among Counterparty, Citibank and Citigroup Global Markets, Inc. (“Custodian”) (the “Control Agreement”);

(f) Counterparty shall have delivered to Citibank or Custodian on or prior to the Hedge Period Start Date a number of Shares equal to the Highest Maximum Number of Shares (the “Collateral Shares”) in the manner specified in Section 3(d) of the Security Agreement; and

(g) Citibank shall have received an opinion of New York law counsel to Counterparty within three (3) Exchange Business Days following the execution of this Master Confirmation, in form and substance satisfactory to Citibank.

5. Additional Representations and Warranties:

(a) In connection with this Master Confirmation, each Supplemental Confirmation and each Transaction hereunder, each party represents and warrants to the other party on the Trade Date of each Transaction that such party is (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended, by virtue of being a corporation, partnership, proprietorship, organization, trust or other entity that has total assets exceeding $10,000,000 and (ii) an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions and subsection 73.3(1) of the Securities Act (Ontario) and a “permitted client,” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, by virtue of being person or company, other than an individual or an investment fund, that has net assets of at least CAD 25 million as shown on its most recently prepared financial statements.

(b) The parties intend for this Master Confirmation as supplemented by the relevant Supplemental Confirmation to constitute a “Contract” as described in the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan. L. Beller to Michael Hyatte of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter dated December 20, 1999 and the letter dated November 30, 2011 submitted by Robert T. Plesnarski and Glen A. Rae to Thomas Kim of the Staff to which the Staff responded in an interpretive letter dated December 1, 2011 (collectively, the “Interpretive Letters”).

6. Counterparty Representations, Warranties and Agreements: Counterparty hereby represents and warrants to, and agrees with, Citibank on the Trade Date for each Transaction and any day on which it makes any election in respect of any Transaction (including an election of a Settlement Method) (unless another date or dates are specified below) as follows:

(a) Counterparty is not entering into such Transaction hereunder or taking any action hereunder (including any election or deemed election) or in connection herewith “on the basis of” (as defined in Rule 10b5-1(b) under the Exchange Act) or in violation of section 76 of the Securities Act (Ontario), and neither Counterparty nor any “of Counterparty’s affiliates is aware of, any material nonpublic information, fact or change concerning the Shares or the business, operations, capital or prospects of the Issuer.

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(b) Counterparty is not entering into such Transaction or making any election hereunder to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of applicable law.

(c) Counterparty understands and will comply with Counterparty’s responsibilities under applicable securities laws in connection with such Transaction hereunder including, but not limited to, the provisions of Section 13 of the Exchange Act, “early warning” requirements under section 5.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and beneficial ownership reporting requirements under National Instrument 55-104 – Insider Reporting Requirements and Exemptions (with regard to the Canadian Securities Administrators’ guidance regarding reporting of equity monetization transactions including, without limitation, CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivatives Transactions (Monetization)). Counterparty shall provide Citibank with an opportunity to review and comment on any filings to be made in connection with the Transaction.

(d) Counterparty (A) has not, during the preceding three months, except as set forth in any Form 144 or other notice delivered to Citibank prior to the Trade Date, sold any Shares (or security entitlements in respect thereof); and (B) agrees that Counterparty shall not, without the prior written consent of Citibank, sell any Shares (or security entitlements in respect thereof) during the period beginning on, and including, the Trade Date ending on, and including, the Hedge Completion Date. For the purposes of (A) and (B) hereof; (i) Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares; (ii) sales shall include hedges (through swaps, options, short sales or otherwise) of any long position in the Shares (or security entitlements in respect thereof) and (iii) sales and hedges by Counterparty shall include those by any person who would be considered to be the same “person” (as such term is used in Rule 144(a)(2)) as Counterparty or “act[ing] in concert” with Counterparty (as such term is used in Rule 144(e)(3)(vi)) or any person with whom sales by Counterparty would be aggregated under Rule 144(e) (it being understood that Keperra Holdings Limited, an Ontario corporation having its registered head office situate at 210 Douglas Drive, Toronto, Ontario M4W 2B8, is not, and shall not be deemed to be, such person described in this clause (iii)).

(e) Counterparty does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in paragraph (c)(1) of Rule 144.

(f) If Counterparty were to sell on such Hedge Period Start Date a number of Shares equal to the Number of Shares for such Transaction, such sales would comply with the volume limitations set forth in paragraph (e) of Rule 144.

(g) Counterparty will transmit for filing with the Securities and Exchange Commission, on or immediately prior to the Hedge Period Start Date for such Transaction, in the manner contemplated by Rule 144(h), a notice on Form 144 relating to such Transaction contemplated hereby in form and substance that Citibank has informed Counterparty is acceptable to Citibank.

(h) Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that Citibank or an affiliate of Citibank effects in the public markets in connection with establishing Citibank’s Hedge Position with respect to any Transaction.

(i) Except as provided herein, Counterparty has not made, will not make, and has not arranged for, any payment to any person that is directly related to the sales of Shares that Citibank or an affiliate of Citibank effects in the public markets in connection with establishing Citibank’s Hedge Position with respect to any Transaction.

(j) Counterparty’s “holding period” for the Collateral Shares that are “restricted securities” (within the meaning of Rule 144), determined in accordance with Rule 144, commenced more than one year prior to the Trade Date of such Transaction. Neither the Collateral Shares nor any other Shares beneficially owned by Counterparty or

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any person acting jointly or in concert with Counterparty are subject to resale restrictions under Ontario securities legislation or the securities legislation of any other Canadian province or territory. Counterparty is not, and will not become, a “control person” (as such term is defined under the Securities Act (Ontario)) and is not acting and will not act jointly or in concert with any “control person”.

(k) Counterparty understands no obligations of Citibank to Counterparty hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Citibank or any governmental agency.

(l) Counterparty understands Counterparty’s investments in and liabilities in respect of a Transaction hereunder are not readily marketable, and Counterparty is able to bear any loss in connection with such Transaction, including the loss of Counterparty’s entire investment in such Transaction.

(m) COUNTERPARTY UNDERSTANDS THAT ANY TRANSACTION HEREUNDER IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS.

(n) Counterparty is entering into such Transaction hereunder for Counterparty’s own account and not with a view to transfer, resale or distribution of this Master Confirmation or any Transaction thereunder and understands that such Transaction may involve the purchase or sale of a security as defined in the Securities Act and the securities laws of certain states and other jurisdictions, that any such security has not been registered under the Securities Act or the securities laws of any state or other jurisdiction and, therefore, (except for any pledge to Citibank or its affiliates) may not be sold, pledged, hypothecated, transferred or otherwise disposed of unless such security is registered under the Securities Act and any applicable state or other jurisdiction’s securities laws, or an exemption from such registration is available.

(o) Counterparty is aware and acknowledges that Citibank, its affiliates or any entity with which Citibank hedges any Transaction hereunder may from time to time take positions in instruments that are identical or economically related to such Transaction or the Shares or have an investment banking or other commercial relationship with the Issuer. In addition, Counterparty acknowledges that the proprietary trading and other activities and transactions of Citibank, its affiliates or any entity with which Citibank hedges any Transaction hereunder, including purchases and sales of the Shares in connection with, or in anticipation of, such Transaction, may affect the trading price of the Shares.

(p) Counterparty will promptly inform Citibank of any material changes in the information set forth herein occurring prior to the last Settlement Date or Cash Settlement Payment Date of any Transaction hereunder.

(q) For the avoidance of doubt, and without limiting any representation contained in Section 3(a)(iii) of the Agreement, Counterparty represents that the execution, delivery and performance of this Master Confirmation, each Supplemental Confirmation, each Credit Support Document and any other documentation relating to the Agreement to which Counterparty or any of its Affiliates is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, investment agreement, lock-up agreement, standstill agreement, registration rights agreement, confidentiality agreement or other agreement binding on Counterparty or its Affiliates or affecting Counterparty, its Affiliates or any of their respective assets (including its Shares).

(r) No Transaction hereunder shall violate any corporate policy of the Issuer (including, but not limited to, any window period policy) or other rules or regulations of the Issuer applicable to Counterparty or any of its Affiliates.

(s) Counterparty agrees to execute each properly completed Supplemental Confirmation not containing any manifest errors promptly following receipt thereof.

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(t) Counterparty will promptly notify Citibank of the occurrence of such Event of Default under the Agreement where Counterparty is the Defaulting Party, or the occurrence of any event that with the giving of notice, the lapse of time or both would be such an Event of Default.

(u) Counterparty is not and will not be insolvent at the time such Transaction hereunder is consummated, and is not and will not be rendered insolvent as a result thereof. At the time of any payment to or for the benefit of Citibank, Counterparty does not intend and will not intend to incur, and does not incur and will not incur, debts that are beyond the ability of Counterparty to pay as they mature.

(v) Counterparty is not and, after giving effect to any Transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(w) The assets used in connection with the execution, delivery and performance of the Agreement and the Transactions entered into hereunder are not and will not be the assets of (A) an “employee benefit plan” (with the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to Title I of ERISA, (B) a plan described in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) to which Section 4975 of the Code applies or (C) an entity whose underlying assets include “plan assets” by reason of Department of Labor regulation section 2510.3-101 (as modified by Section 3(42) of ERISA).

(x) Counterparty shall not become, and shall not take any action that with the passage of time or the satisfaction of conditions would or would reasonably be expected to cause it to become, an “affiliate” of the Issuer (as such term is defined in Section 101(2) of Title 11 of the United States Code (the “Bankruptcy Code”)) without the prior written consent of Citibank.

(y) Counterparty is not as of the date hereof, and shall not during the term of such Transaction become, an “affiliated purchaser” of the Issuer within the meaning of Rule 10b-18 under the Exchange Act.

(z) Counterparty shall reimburse Citibank and its affiliates for reasonable expenses of external counsel in connection with the preparation and negotiation of the Transaction and all related documentation.

(aa) Counterparty shall:

(i) maintain its own separate books and records and establish and maintain bank accounts;

(ii) at all times conduct its business solely in its own name in a manner not misleading to other persons as to its identity;

(iii) file its own tax returns, if any, as required under applicable law;

(iv) hold all of its assets in its own name and not commingle its assets with assets of any other persons, except as may be contemplated or permitted under this Master Confirmation;

(v) strictly comply with all organizational formalities to maintain its separate existence;

(vi) maintain separate records and accounts;

(vii) pay its own liabilities out of its own funds; and

(viii) cause the members, officers, agents and other representatives of Counterparty to act at all times with respect to Counterparty consistently and in furtherance of the foregoing.

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(bb) Counterparty:

(i) does not have any indebtedness greater than $1,000,000, other than the obligations under the Transaction Documentation;

(ii) (x) does not have any obligations or liabilities relating to any Legacy Obligation and (y) is not, and has never been, a party to an agreement, or otherwise engaged in any activities, in each case, that could reasonably be expected to have a material adverse effect on (a) the financial condition of Counterparty or (b) the validity, legality or enforceability of any Transaction contemplated hereby; and

(iii) has duly obtained all licenses, permits, approvals, concessions or other authorizations necessary to the conduct of the business of the Counterparty, which are all in full force and effect.

“Legacy Obligation” means, without duplication, (i) any agreement entered into by Counterparty prior to the Trade Date for any Transaction, including without limitation any agreement under which Counterparty incurred any indebtedness or (ii) any other obligation of Counterparty (whether or not voluntary or involuntary, imposed by law, contract, tort or otherwise) relating to any fact or circumstance existing or occurring (or not occurring) prior to the Trade Date of any Transaction.

(cc) Counterparty:

A. is entering into each Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or any other insider trading, antifraud or anti-manipulation provisions of the federal or applicable state or provincial securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares during the Hedge Period. Counterparty further agrees to act in good faith with respect to each Transaction. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation (including, without limitation, the sale by Citibank or its affiliate into the public market in unsolicited brokerage transactions a number of Shares up to the Maximum Number of Shares in connection with the establishment of Citibank’s initial Hedge Positions with respect to such Transaction) complies with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act and such Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act.

B. acknowledges and agrees that it has no right to, and will not seek to, control or influence Citibank’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3) under the Exchange Act) under each Transaction entered into under this Master Confirmation, including, without limitation, Citibank’s or its affiliate’s establishment of its initial Hedge Positions with respect to such Transaction.

C. acknowledges and agrees that any amendment, modification, waiver or termination of any Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or section 76 of the Securities Act (Ontario), and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information, fact or change regarding the Shares and/or the Issuer.

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7. Acknowledgments: The parties hereto agree and acknowledge that:

(a) Citibank is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code.

(b) This Master Confirmation, each Supplemental Confirmation and each Credit Support Document is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder, thereunder or in connection herewith or therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” and “transfer” within the meaning of Section 546 of the Bankruptcy Code, and any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction is a “margin payment” and “transfer” within the meaning of Section 546 of the Bankruptcy Code, (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder, thereunder or in connection herewith or therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code and constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code, (iii) a “master netting agreement” and each of the parties thereto is a “master netting agreement participant”, each as defined in the Bankruptcy Code and (iv) an “eligible financial contract” as defined in applicable Canadian Insolvency Law.

(c) The Collateral Shares are “financial collateral” as defined in applicable Canadian Insolvency Law.

(d) The rights given to Citibank under this Master Confirmation, under each Supplemental Confirmation, the Agreement and each Credit Support Document upon the occurrence of an Event of Default with respect to the other party constitute a “contractual right” to cause the liquidation, termination or acceleration of, and to offset or net out termination values, payment amounts and other transfer obligations under or in connection with a “securities contract” and a “swap agreement” and a “contractual right” under a security agreement or arrangement forming a part of or related to a “securities contract” and a “swap agreement,” as such terms are used in Sections 555, 560, 561, 362(b)(6) and 362(b)(17) of the Bankruptcy Code.

(e) Citibank is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code and any comparable provisions of Canadian Insolvency Law.

8. Miscellaneous:

(a) Transfer. Notwithstanding any provision of the Agreement to the contrary, (i) Counterparty shall be entitled to pledge all of its rights and interest in any Transaction hereunder to Citibank and (ii) Citibank shall be entitled to assign its rights and obligations hereunder and under any Credit Support Document to make or receive cash payments or deliveries and other related rights to one or more entities that are wholly-owned, directly or indirectly, by Citigroup Inc., or any successor thereto and that (a) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the credit rating of Citigroup, Inc. at the time of such transfer or assignment, or (b) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Citibank generally for similar transactions, by Citibank or Citigroup, Inc. (each, a “Citibank Affiliate”); provided that (i) at the time of such assignment or transfer, Counterparty will not, and, as a result of such transfer, would not reasonably be expected at any time to, be required to pay to the Citibank Affiliate an amount in respect of an Indemnifiable Tax greater than the amount in respect of which Counterparty would have been required to pay to Citibank had such assignment or transfer not occurred; (ii) at the time of such assignment or transfer, Counterparty will not, and, as a result of such assignment or transfer, would not reasonably be expected at any time to, receive any payment from which an amount is required to be withheld or deducted for or on account of a Tax that would result in Counterparty receiving an amount (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount that Counterparty would have received from Citibank in the absence of such transfer or assignment; (iii) the Citibank Affiliate provides to Counterparty on or before the effective time of such assignment or transfer one duly executed and completed United States Internal Revenue Service Form W-9 or an applicable United States Internal Revenue Service Form W-8 (or successor thereto); (iv) neither an Event of Default with respect to which Citibank is the Defaulting Party nor a Termination Event with respect to which Citibank is an Affected Party has occurred and is continuing at the time of the assignment or transfer, and neither an Event of Default

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nor a Termination Event shall occur as a result of the assignment or transfer; (v) it will not become, and, as a result of such assignment or transfer, would not reasonably be expected at any time to become, unlawful for either party to perform any obligation under the Transaction as a result of such assignment or transfer; (vi) Counterparty would not, at the time and as a result of such assignment or transfer, reasonably be expected to be required to become subject to any registration or other qualification requirement, or to become subject to additional regulatory requirements under applicable law or regulation to which it would not otherwise have been subject absent such assignment or transfer, and (vii) Citibank provides to Counterparty written notice of such assignment or transfer reasonably promptly after such assignment or transfer specifying the date of such assignment or transfer. Unless Counterparty is notified in writing to the contrary, from and after such date specified for an assignment or transfer that complies with the foregoing, Counterparty will treat the Citibank Affiliate as Citibank for all purposes; provided further that Counterparty shall have recourse to Citibank in the event of the failure by a Citibank Affiliate to perform any of such obligations hereunder. Notwithstanding the foregoing, recourse to Citibank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Citibank of its obligations hereunder. Such failure after any applicable grace period shall be an Additional Termination Event with the Transaction to which the failure relates as the sole Affected Transaction and Citibank as the sole Affected Party.

(b) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties and their affiliates in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of such party and such party’s affiliates.

(c) Severability; Illegality. If compliance by either party with any provision of a Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of such Transaction shall not be invalidated, but shall remain in full force and effect.

(d) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON SUCH PARTY’S OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF SUCH PARTY’S STOCKHOLDERS OR OTHER EQUITY HOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

(e) Confidentiality. Citibank and Counterparty agree that (i) Counterparty is not obligated to Citibank to keep confidential from any and all persons or otherwise limit the use of any element of Citibank’s descriptions relating to tax aspects of the Transactions contemplated hereby and any part of the structure necessary to understand those tax aspects, and (ii) Citibank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

(f) Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any Supplemental Confirmation, in no event shall Citibank be entitled to receive, or shall be deemed to receive, any Shares, exercise any right of rehypothecation or exercise remedies pursuant to the Security Agreement in respect of Shares constituting Collateral in connection with a Transaction if, immediately upon giving effect to such receipt of such Shares, (i) to the extent the Issuer is not a “foreign private issuer” (within the meaning of the Exchange Act) at such time, Citibank’s Beneficial Ownership would be equal to or greater than 8.0% of the outstanding Shares, (ii) Citibank’s Beneficial Ownership would, as reasonably determined by Citibank based on advice of outside counsel, require it to comply with beneficial ownership reporting requirements under Ontario securities legislation or under the securities legislation of any Canadian province or territory, or (iii) Citibank, Citibank Group (as defined below) or any person whose ownership position would be aggregated with that of Citibank or Citibank Group (Citibank, Citibank Group or any such person, a “Citibank Person”) under any U.S. or Canadian federal, provincial, state or local laws, regulations, regulatory orders or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns,

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constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Citibank Person, or could result in an adverse effect on a Citibank Person, under Applicable Restrictions, as determined by Citibank in its reasonable discretion, and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Issuer or any contract or agreement to which Issuer is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (each of clause (i), (ii) and (iii) above, an “Ownership Limitation”). If any delivery owed to Citibank hereunder is not made, in whole or in part, as a result of an Ownership Limitation, Citibank’s right to receive such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Citibank gives notice to Counterparty that such delivery would not result in any of such Ownership Limitations being breached. “Citibank’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of and, as applicable, the “beneficial ownership of, or control or direction over” (within the meaning of securities legislation in Ontario) Shares, without duplication, by Citibank, together with any of its affiliates or joint actors or other person subject to aggregation with Citibank under Section 13 or Ontario securities legislation for purposes of determining beneficial ownership, control and direction, or by any “group” (within the meaning of Section 13) of which Citibank is or may be deemed to be a part (Citibank and any such affiliates, persons and groups, collectively, “Citibank Group”) (or, in the event that the Issuer ceases to be a foreign private issuer at any time after the date of this Master Confirmation, to the extent that the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number). Notwithstanding anything in the Agreement, this Master Confirmation or any Supplemental Confirmation to the contrary, Citibank (or the Citibank Affiliate designated by Citibank pursuant to Section 8(a) above) shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that Citibank (or such affiliate) is not entitled to receive at any time pursuant to this Section 8(f), until such time as such Shares are delivered pursuant to this Section 8(f).

(g) Right to Extend. Citibank may divide a Component into additional Components and designate the Valuation Date and the Number of Shares for any Component comprised by such Transaction (and may make corresponding adjustments to the Final Disruption Date for the relevant Transaction) if Citibank determines, in its reasonable discretion, that such further division is necessary to preserve Citibank’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Citibank or one of its affiliates to effect transactions in the Shares in connection with its hedging or hedge unwind activity hereunder in a manner that would, including as if Citibank or such an affiliate were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements or with related policies and procedures applicable to Citibank.

9. Schedule Provisions:

(a) Credit Support Documents. Each of the Security Agreement and the Control Agreement constitutes a Credit Support Document with respect to Counterparty.

(b) Set-Off. Section 6(f) of the Agreement is amended by replacing “payable by the Payee to the Payer” with “payable by the Payee or its Affiliates to the Payer or its Affiliates”.

(c) Automatic Early Termination. Automatic Early Termination will not apply to Citibank or Counterparty.

(d) Additional Schedule Provisions.

(i) “Specified Entity” means (i) in relation to Counterparty for purposes of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v), Ajay Kochhar and (ii) in relation to Citibank for purposes of Section 5(a)(v), all Affiliates, and for purposes of Sections 5(a)(vi), 5(a)(vii) and 5(b)(v), none.

(ii) “Specified Transaction” means any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between Counterparty or an Affiliate of Counterparty and Citibank or an Affiliate of Citibank which is not a Transaction under the Agreement.

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(iii) The “Cross-Default” provisions of Section 5(a)(vi) will apply to Counterparty. “Threshold Amount” means, USD 1,000,000 (or its equivalent in another currency).

(iv) The “Credit Event Upon Merger” provisions of Section 5(b)(v) will apply to Counterparty.

(v) “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of the Agreement to all Transactions starting from the date of this Master Confirmation.

(vi) Counterparty shall deliver a completed ISDA Canadian Representation Letter and such further onboarding documents Citibank may reasonably request to satisfy regulatory requirements (in Canada and elsewhere) and Citibank’s KYC policies.

(vii) For the purpose of disclosure pursuant to the Interest Act (Canada), the yearly rate of interest to which any rate of interest payable under this Agreement, which is to be calculated on any basis other than a full calendar year, is equivalent, may be determined by multiplying such rate by a fraction, the numerator of which is the actual number of days in the calendar year in which the period for which interest at such rate is payable ends and the denominator of which is the number of days of such other basis.

(viii) Each of the following shall be an Additional Termination Event with respect to which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactions:

(i) Counterparty or Ajay Kochhar shall have become subject to any investigation, proceeding, action or sanction of or by any governmental regulatory or self-regulatory authority, which, in any such case, the Calculation Agent determines is reasonably likely to have a material adverse effect on Counterparty; or

(ii) the constitutive or organizational documents in respect of Counterparty in effect as of the date hereof (the “Corporate Documents”) are amended at any time on or after the date hereof without prior written notice to Citibank and, in the sole discretion of Citibank, such amendment would materially impact Counterparty’s rights or obligations under the Agreement or this Master Confirmation; or Counterparty fails to comply with the Corporate Documents.

(e) Tax Documents.

(i) Section 4(a)(iii) of the Agreement is hereby amended by adding prior to the existing text: “upon the earlier of learning that any such form or document is required or”.

(ii) Counterparty shall provide to Citibank a correct, completed and signed Internal Revenue Service Form W-8BEN-E or a successor thereto, and appropriate attachments, (i) upon execution of this Master Confirmation, (ii) prior to the date upon which the Form previously provided becomes invalid; (ii) promptly upon the reasonable request of Citibank; and (iii) promptly upon learning that any such form previously provided by Counterparty has become obsolete, incorrect or invalid.

(f) Change of Account. Section 2(b) of the Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction”.

10. Tax Provisions:

(a) Payer Representations: For the purpose of Section 3(e) of the Agreement, Citibank and Counterparty each hereby make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable

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hereunder that may be considered to be interest for United States federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) and/or Section 3(g) of the Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Representations. For the purpose of Section 3(f) of the Agreement:

(i) Citibank makes the following representations:

(A) Citibank is a national banking association organized under the laws of the United States and its U.S. taxpayer identification number is 13-5266470. It is “exempt” within the meaning of U.S. Treasury Regulations (the “Regulations”) sections 1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding.

(B) Citibank is a “U.S. person” as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for U.S. federal income tax purposes.

(ii) Counterparty makes the following representations:

(A) No payment received or to be received by Counterparty under the Agreement will be effectively connected with the conduct of a trade or business by Counterparty in the United States.

(B) Counterparty is a “foreign person” as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations.

(c) Foreign Account Tax Compliance Act. The parties agree that the definitions and provisions contained in the ISDA 2012 FATCA Protocol as published by the International Swaps and Derivatives Association, Inc. on August 15, 2012, are incorporated into and apply to the Agreement as if set forth in full herein.

(d) HIRE Act Protocols. The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement as if set forth in full herein.

11. Notices:

Addresses for notices or communications to Citibank:	Citibank, N.A.
	390 Greenwich Street, 3rd Floor
	New York, NY 10013
	Attn: Eric Natelson, Sean Montgomery
	Telephone: 212-723-5033
	Fax: 347-853-7278
	Email: eric.natelson@citi.com, sean.montgomery@citi.com, david.michael.niezelski@citi.com, tanish.raghavan@citi.com, eq.us.ses.notifications@citi.com, eq.us.corporates.middle.office@citi.com
Addresses for notices or communications to Counterparty:	2829908 Delaware LLC
	10-2351 Royal Windsor Drive

23

Mississauga, Ontario, Canada L5J 4S7

Attn: Arun Kochhar

Telephone: 905-599-6781

Email: arun.kochhar@maplebriar.com

12. Account Details:

Payments to Citibank:	For any USD payments:
	Citibank, N.A. New York
	BIC: CITIUS33 (or ABA: 021-000-089)
	F/O: Citibank New York
	Beneficiary: 00167679
	Ref: NY Swap Operations
Payments to Counterparty:	To be advised.

13. U.S. QFC Provisions.

(a) Recognition of U.S. Special Resolution Regimes. (i) In the event Citibank becomes subject to a proceeding under the FDI Act or OLA (together, the “U.S. Special Resolution Regimes”), the transfer of the Agreement, this Master Confirmation or any Supplemental Confirmation, and any interest and obligation in or under, and any property securing, the Agreement, this Master Confirmation or any Supplemental Confirmation, from Citibank will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Agreement, this Master Confirmation or any Supplemental Confirmation, and any interest and obligation in or under, and any property securing, the Agreement, this Master Confirmation or any Supplemental Confirmation were governed by the laws of the United States or a State of the United States; and (ii) in the event Citibank or any Citibank Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation that may be exercised against Citibank are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if the Agreement, this Master Confirmation or any Supplemental Confirmation, as the case may be, were governed by the laws of the United States or a State of the United States.

(b) Limitation on Exercise of Certain Default Rights Related to Citibank Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any Supplemental Confirmation or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 13(c), Counterparty shall not be permitted to exercise any Default Right against Citibank with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation that is related, directly or indirectly, to a Citibank Affiliate becoming subject to an Insolvency Proceeding.

(c) General Creditor Protections. Nothing in Section 13(b) shall restrict the exercise by Counterparty of any Default Right against Citibank with respect to the Agreement or this Master Confirmation that arises as a result of:

(i) Citibank becoming subject to an Insolvency Proceeding; or

(ii) Citibank not satisfying a payment or delivery obligation pursuant to the Agreement, this Master Confirmation or any Supplemental Confirmation.

(d) Burden of Proof. After a Citibank Affiliate has become subject to an Insolvency Proceeding, if Counterparty seeks to exercise any Default Right with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation, Counterparty shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

(e) Applicability of Section 13(a). The requirements of Section 13(a) apply notwithstanding Sections 13(b) and (c).

24

(f) General Conditions.

(i) Effective Date. The provisions set forth in this Section 13 will come into effect on the later of the Applicable Compliance Date and the date of this Master Confirmation.

(ii) Prior Adherence to the U.S. Protocol. If Citibank and Counterparty have adhered to the ISDA U.S. Protocol prior to the date of this Master Confirmation, the terms of the ISDA U.S. Protocol shall be incorporated into and form a part of this Master Confirmation and shall replace the terms of this Section 13. For purposes of incorporating the ISDA U.S. Protocol, Citibank shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party and each of the Agreement and this Master Confirmation shall be deemed to be a Protocol Covered Agreement.

(iii) Subsequent Adherence to the U.S. Protocol. If, after the date of this Master Confirmation, both Citibank and Counterparty shall have become adhering parties to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace this Section 13.

(g) Definitions. For the purposes of Section 13, the following definitions apply:

“Applicable Compliance Date” with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation shall be determined as follows: (a) if Counterparty is an entity subject to the requirements of the QFC Stay Rules, January 1, 2019, (b) if Counterparty is a Financial Counterparty (other than a Small Financial Institution) that is not an entity subject to the requirements of the QFC Stay Rules, July 1, 2019 and (c) if Counterparty is not described in clause (a) or (b), January 1, 2020.

“BHC Affiliate” has the same meaning as the term “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1813(w) and 12 U.S.C. 1841(k).

“Citibank Affiliate” means, with respect to Citibank, a BHC Affiliate of that party.

“Consolidated Affiliate” has the same meaning specified in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Counterparty Affiliate” means a Consolidated Affiliate of Counterparty.

“Default Right” means, with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation (including any related Transaction), any:

(a) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and

(b) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure; but

25

(c) solely with respect to Section 13(b) does not include any right under a contract that allows a party to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

“FDI Act” means the Federal Deposit Insurance Act and the regulations promulgated thereunder.

“Financial Counterparty” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

“ISDA U.S. Protocol” means the ISDA 2018 U.S. Resolution Stay Protocol, as published by ISDA on July 31, 2018.

“OLA” means Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC Rule”), respectively. All references herein to the specific provisions of the Federal Reserve Rule, the FDICs Rule and the OCC Rule shall be construed, with respect to Citibank, to the particular QFC Stay Rule(s) applicable to it.

“Small Financial Institution” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“State” means any state, commonwealth, territory, or possession of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, or the United States Virgin Islands.

14. Foreign Private Issuer Status. Counterparty will provide a written notice to Citibank promptly upon becoming aware that the Issuer is not or will no longer be a “foreign private issuer”, as defined in Rule 3b-4 of the Exchange Act.

26

Please confirm by signing below that the foregoing correctly sets forth the terms of the agreement between Citibank and Counterparty with respect to any Transaction contemplated by this Master Confirmation and return to us.

Yours sincerely,
CITIBANK, N.A.
By:
	Authorized Representative

Confirmed as of the date first above written:
2829908 DELAWARE LLC
By:
	Name:
	Title:

[Signature Page to Master Confirmation for Prepaid Forward Transactions]

ANNEX A

FORM OF SUPPLEMENTAL CONFIRMATION

Date:	[__________], 20[__]
To:	2829908 Delaware LLC
	10-2351 Royal Windsor Drive Mississauga, Ontario, Canada L5J 4S7 Attn: Ajay Kochhar Telephone: 647-966-2025 Email: ajay.kochhar@li-cycle.com
From:	Citibank, N.A.
Fax No.:	212-615-8985

Reference Number:        [    ]

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Citibank”) and 2829908 Delaware LLC, a Delaware limited liability company (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Citibank and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May [19], 2023 between Citibank and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.

2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	[_________, 20__]
Maximum Number of Shares:	To be the lesser of (i) then-current available volume under, and determined in accordance with, paragraph (e) of Rule 144 as of the Hedge Period Start Date (such volume, the “Available Rule 144 Volume”) and (ii) the applicable Maximum Number of Shares set forth in the table below (it being understood, for the avoidance of doubt, that if the Available Rule 144 Volume is less than the highest Maximum Number of Shares set forth in the table below (such number, the “Highest Maximum Number of Shares”), Citibank will establish its initial Hedge Positions by exhausting the Maximum Number of Shares starting from the lowest relevant row of the table until it reaches the Available 144 Volume).
	Initial Share Price	Maximum Number of Shares
	Equal to or greater than USD [___]	[___]
	Equal to or greater than USD [___] and below USD [___]	[___]
	Equal to or greater than USD [___] and below USD [___]	[___]
Number of Components	[___], or such other number determined in Citibank’s discretion if the Number of Shares is less than the Highest Maximum Number of Shares.

Annex A - 1

Hedge Period Start Date:	As set forth in the Pricing Supplement, to be the later of (i) the 91st day after the Trade Date and (ii) the earlier of (x) the second Exchange Business Day following the disclosure of the Issuer’s financial results in a Form 6-K or Form 20-F for the completed fiscal quarter in which the Transaction was entered into and (y) the 121st day after the Trade Date.
Cutoff Date:	As set forth in the Pricing Supplement, to be the 40th Scheduled Trading Day following the Hedge Period Start Date.
Hedge Parameters:	On any Scheduled Trading Day during the Hedge Period, Citibank will use commercially reasonable efforts to establish its initial Hedge Positions by targeting the sale of a number of Shares approximately consistent with the Target Volume Range that corresponds to the Daily VWAP on such Scheduled Trading Day.
Target Volume Range:	The product of (x) such Scheduled Trading Day’s Daily Volume and (y) the target volume percentage determined by reference to the table below based on the Daily VWAP on such Scheduled Trading Day; provided that, to the extent the Intraday VWAP on any given Scheduled Trading Day during the Hedge Period moves across more than one range of prices in the table below under the column “Daily VWAP”, Citibank may use any of the target volume percentage that corresponds to such price ranges in its discretion (e.g., if such Intraday VWAP moves between the highest two rows under the column “Daily VWAP”, Citibank may use the target volume percentage of either of the highest two rows under the column “Target Volume Percentage”).
	Daily VWAP	Target Volume Percentage
	Equal to or greater than USD [___]	[___]%
	Equal to or greater than USD [___] and below USD [___]	[___]%
	Equal to or greater than USD [___] and below USD [___]	[___]%
	Below USD [___]	[___]%
Daily Volume:	On any Scheduled Trading Day during the Hedge Period, the daily trading volume of the Shares on transactions executed in the United States (excluding elements of such trading volume that may be attributed to any block trade that occurs on such Scheduled Trading Day) in respect of the period from 9:30 a.m. New York City time to 4:00 p.m. New York City time on such Scheduled Trading Day, as determined by the Calculation Agent.
Daily VWAP:	With respect to each Scheduled Trading Day during the Hedge Period, the daily volume-weighted average price per Share on such Scheduled Trading Day in respect of the period from 9:30 a.m. New York City time to 4:00 p.m. New York City time on such Scheduled Trading Day, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “LICY <equity> AQR <Go>” (or any successor page thereto), as published by Bloomberg at 4:15 p.m. New York City time on such Scheduled Trading Day; provided that, if such price is not so reported for any reason or is, in manifest error, a price determined

Annex A - 2

	by reference to another objective price source or objective pricing inputs selected by the Calculation Agent; provided, further, that, to the extent Citibank or its affiliates finished establishing Citibank’s initial Hedge Positions in respect of the Highest Maximum Number of Shares prior to the Scheduled Closing Time of the Exchange, the Daily VWAP for such Scheduled Trading Day shall be adjusted by the Calculation Agent based on the timing and duration of Citibank or its affiliates’ transactions in the Shares to establish Citibank’s initial Hedge Positions in respect of the Transaction on such Scheduled Trading Day.
Intraday VWAP:	With respect to any time between 9:30 a.m. New York City time to 4:00 p.m. New York City time on any Scheduled Trading Day during the Hedge Period, the intraday volume-weighted average price per Share as of such time, as reasonably determined by the Calculation Agent by reference to the Bloomberg Page “LICY <equity> AQR <Go>” (or any successor page thereto).
Prepayment Percentage:	[__]%
Forward Floor Percentage:	[__]%
Forward Cap Percentage:	[__]%
Final Disruption Date:	As set forth in the Pricing Supplement, to be the 8th Scheduled Trading Day following the final Valuation Date.

Notwithstanding anything to the contrary, the Scheduled Valuation Date for the first (1st) Component of the Transaction shall be one (1) year anniversary of the Hedge Period Start Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day), and the Scheduled Valuation Date for all other Components of the Transaction shall be the Scheduled Trading Day immediately following the Scheduled Valuation Date for the immediately preceding Component.

Annex A - 3

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Supplemental Confirmation relates by manually signing this Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.

Yours sincerely,
CITIBANK, N.A.
By:
	Authorized Representative

Confirmed as of the date first above written:

2829908 DELAWARE LLC

By:

Name:

Title

Annex A – 4

ANNEX B

FORM OF PRICING SUPPLEMENT

Date:      [__________], 20[__]

To:     2829908 Delaware LLC (“Counterparty”)

From:     Citibank, N.A. (“Citibank”)

The purpose of this communication is to notify you of certain terms of the Transaction entered into on the Trade Date specified below between Counterparty and Citibank.

1. This Pricing Supplement supplements, forms a part of, and is subject to (i) the Supplemental Confirmation dated as of [    ] between Counterparty and Citibank (the “Supplemental Confirmation”) and (ii) the Supplemental Confirmation is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated May [19], 2023 between Counterparty and Citibank (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Pricing Supplement, except as expressly modified below, and capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Confirmation or the Supplemental Confirmation.

Trade Date:	[_________, 20__]
Hedge Period Start Date:	[_________, 20__]
Hedge Completion Date:	[_________, 20__]
Cutoff Date:	[_________, 20__]
Initial Share Price:	[___].
Forward Floor Price:	USD[___]
Forward Cap Price:	USD[___]
Prepayment Amount:	USD[___]
Prepayment Date:	[___]
Final Disruption Date:	[_________, 20__]

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

Component Number	Number of Shares	Scheduled Valuation Date
1	[            ]	[            ]
2	[            ]	[            ]
3	[            ]	[            ]
4	[            ]	[            ]
5	[            ]	[            ]
6	[            ]	[            ]
7	[            ]	[            ]
8	[            ]	[            ]
9	[            ]	[            ]
10	[            ]	[            ]
...	[            ]	[            ]

Annex B – 1

Yours sincerely,
CITIBANK, N.A.
By:
	Authorized Representative

Annex B – 2

EX-10.5

Exhibit 10.5

Execution Version

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of May 19, 2023, by and between Citibank, N.A., as Secured Party (the “Secured Party”), and 2829908 Delaware LLC, a Delaware limited liability company, as Grantor (“Grantor”).

Reference is made herein to that certain Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of the date hereof (as such may be amended, restated, supplemented or otherwise modified from time to time, the “Master Confirmation”), by and between the Grantor and the Secured Party, pursuant to which the Grantor and the Secured Party may enter into one or more transactions (each a “Transaction”), each of which shall be evidenced by a supplemental confirmation and the related pricing supplement (each supplemental confirmation and the related pricing supplement, together with the Master Confirmation, a “Confirmation”), which supplement, form a part of, and are subject to an agreement in the form of an ISDA 2002 Master Agreement (the “Master Agreement”) between the Grantor and the Secured Party as if the parties had executed an agreement in such form on the date of the Master Confirmation, without any Schedule thereto, but containing all elections, modifications and amendments thereto made in the Confirmation. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Confirmation, unless otherwise noted.

WHEREAS, it is a condition precedent to the effectiveness of the Master Confirmation that the parties hereto execute and deliver this Security Agreement; and

WHEREAS, Secured Party will be granted a security interest in the Collateral and is, or will become, party to a Control Agreement in order to obtain control over the Collateral Account.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto agree as follows:

1. Security Interest. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as collateral security for the payment and performance of the Secured Obligations (as defined below), Grantor hereby pledges, collaterally assigns and grants to Secured Party, a continuing first priority security interest (each a “Security Interest” and collectively, the “Security Interests”) in all of Grantor’s right, title and interest in and to, or otherwise with respect to, the Collateral.

2. Collateral. Each Security Interest herein granted shall secure all Secured Obligations, and is in all of Grantor’s right, title and interest in and to, or otherwise with respect to, the following property and assets whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the “Collateral”):

(a) (i) the Collateral Shares (and, in each case, all security entitlements in respect thereof) credited to the Collateral Account (the “Relevant Collateral Shares”); (ii) all dividends, shares, securities, cash, instruments, moneys or property (A) representing a dividend, distribution or return of capital in respect of any of the Relevant Collateral Shares, (B) resulting from a split-up (including, without limitation, a split-off), revision, reclassification, recapitalization or other similar change with respect to any of the Relevant Collateral Shares, (C) otherwise received in exchange for or converted from any of the Relevant Collateral Shares and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Relevant Collateral Shares or (D) in connection with a spin-off with respect to the Relevant Collateral Shares; and (iii) in the event of any Merger Event in which Issuer is not the surviving entity, all shares of each

class of the capital stock of the successor entity formed by or resulting from such Merger Event received with respect to the Relevant Collateral Shares and any other consideration that is exchanged for the Relevant Collateral Shares or into which the Relevant Collateral Shares are converted;

(b) the Collateral Account (as defined below), any cash, cash equivalents, securities (including the Collateral Shares), general intangibles, investment property, financial assets, and other property that may from time to time, in each case, be deposited, credited, held or carried in the Collateral Account or that is delivered to or in possession or control of Secured Party or any of Secured Party’s agents pursuant to this Security Agreement or the Confirmation; all “security entitlements” as defined in §8-102(a)(17) of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”) with respect to any of the foregoing and all income and profits on any of the foregoing, all dividends, interest and other payments and distributions with respect to any of the foregoing, all other rights and privileges appurtenant to any of the foregoing, including any voting rights and any redemption rights, and any substitutions for any of the foregoing and any proceeds of any of the foregoing, in each case whether now existing or hereafter arising; and

(c) (1) all Proceeds (as defined below) of the Collateral described in the foregoing clauses (a) and (b) and (2) any dividends or other distributions in respect of any shares of capital stock issued by Issuer in respect of any Relevant Collateral Shares or other securities constituting Collateral or any securities or other property distributed in respect of or exchanged for any Relevant Collateral Shares or other securities constituting Collateral, or into which any such Relevant Collateral Shares or other securities are converted, in connection with any merger or similar event or otherwise.

As used herein, the term “Collateral Account” means the Collateral Account (as such term is defined in the Control Agreement). Any reference to the Collateral Account shall include any successor, renumbered or redesignated account and shall also include all sub-accounts of the Collateral Account. “Proceeds” means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, or other disposition of, or other realization upon, any Collateral.

The Security Interests granted hereunder are granted as security only and shall not, to the fullest extent permitted under applicable law, subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Grantor with respect to any of the Collateral or any transaction in connection therewith.

3. Collateral Maintenance and Administration.

(a) Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholding, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly upon written demand of Secured Party, Grantor shall pay to and indemnify Secured Party (including, for the purposes of this paragraph, any of its Affiliates) against the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or

2

distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor), (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor or to free any Collateral from any Lien thereon (other than Permitted Liens) or (z) payments of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable Taxes. Notwithstanding anything to the contrary elsewhere in the Confirmation or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis), all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this Security Agreement, pursuant to the Master Confirmation, any Confirmation or this Security Agreement shall be calculated net of any and all present or future Taxes in respect thereof. For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party on income earned and properly attributed to the periods during which Collateral is no longer beneficially owned by Grantor in Secured Party’s capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Grantor subsequent to an enforcement.

(b) Unless specified otherwise in an applicable Confirmation, the parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder the parties shall make any U.S. Federal and state tax reportings and filings based on treating the Grantor as the owner of the Collateral.

(c) Unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, Grantor shall have the right to exercise all voting and consensual powers pertaining to the Collateral (other than any Collateral that has been Rehypothecated (such Collateral, “Rehypothecated Collateral”)) for any purpose not inconsistent with the terms of the Master Confirmation or this Agreement. To the extent consistent with the foregoing, the Secured Party agrees to give instructions under the Control Agreement to the extent necessary in connection with such exercise of voting and consensual powers.

(d) Grantor shall cause Collateral to be posted to accounts designated by Secured Party (which shall initially be the Collateral Account), as and when, and in the manner, required under the Confirmation. In the case of Collateral Shares, Grantor shall cause such Collateral Shares to be transferred to Custodian through the facilities of The Depository Trust Company or its successor (the “DTC”) and credited to the Collateral Account, as and when, and in the manner required, under the Confirmation; provided that in the case of delivery of the aggregate Number of Shares for all Components for a Transaction (the “Base Number”) pursuant to Section 4(f) of the Master Confirmation, such delivery shall be made pursuant to this paragraph (d).

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(e) Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use only in connection with the Transaction (“Rehypothecate”) any Collateral it holds, that is used to establish, maintain or re-establish its commercially reasonable short hedge position with respect to the Transaction or Transactions, free from any claim or right of any nature whatsoever of Grantor, including any equity or right of redemption by Grantor; provided that nothing in this clause shall limit Secured Party’s remedies hereunder following an Enforcement Event (as defined below). Secured Party shall satisfy any obligation it may have to return any Rehypothecated Collateral to Grantor by delivering securities of the same class and issue as such Rehypothecated Collateral in the applicable amount.

As used herein, the term “Liens” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any instrument or arrangement having substantially the same economic effect as any of the foregoing), and the term “Permitted Liens” means (a) Liens imposed by law for taxes that are not yet due or which are being contested in good faith by appropriate proceedings (provided that adequate reserves are maintained with respect to such contest), provided that, to the extent any such Liens covers any Collateral, any such Lien referred to in this clause (a) is junior to the Liens granted pursuant to this Security Agreement and the Control Agreement, (b) Liens granted to Secured Party or Custodian pursuant to this Security Agreement and the Control Agreement, (c) Liens imposed by Custodian, to the extent permitted under the Control Agreement, (d) with respect to any deposit or securities account of Grantor that does not constitute, or contain, Collateral, any customary Lien in favor of the depositary bank or securities intermediary, as applicable, and (e) Liens of any applicable securities exchange.

4. Secured Obligations. The obligations owed by Grantor to Secured Party under the Confirmation (the “Secured Obligations”) are secured by this Security Agreement.

5. Grantor’s Representations and Warranties. Grantor hereby represents and warrants to Secured Party that:

(a) The Security Interests in the Collateral granted to Secured Party pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, other than Permitted Liens).

(b) Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to the Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when the Control Agreement is executed and delivered by Grantor, Secured Party and Custodian with respect to the Collateral Account, the Security Interest in the Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of Secured Party will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any Liens other than Permitted Liens, and Secured Party will have Control (as defined in Section 8-106, Section 9-104 or Section 9-106, as applicable, of the UCC) thereof and (ii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party.

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(c) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement is filed in the appropriate office against Grantor in the location listed on Schedule 1 (naming Grantor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.

(d) Grantor’s full legal name as of the date hereof is as specified in the first paragraph of this Security Agreement. The location of Grantor’s sole place of business (or, if more than one, its chief executive office) as of the date hereof is 10-2351 Royal Windsor Drive, Mississauga, Ontario, Canada L5J 4S7.

(e) Grantor has rights (or the power to transfer rights) in each item of Collateral upon which it purports to grant a Security Interest hereunder.

6. Covenants. During the term of this Security Agreement:

(a) Grantor shall defend the Collateral and the Security Interests conveyed to Secured Party by this Security Agreement against all claims and demands of all persons at any time claiming any interest therein adverse to Secured Party.

(b) Whether the Collateral is or is not in Secured Party’s possession, and without any obligation to do so and without waiving Grantor’s default for failure to make any such payment, Secured Party at its option may, following notice to Grantor when it may reasonably do so without prejudice, pay any such costs and expenses and discharge encumbrances on the Collateral, and any payments of such costs and expenses and any payments to discharge such encumbrances shall be a part of the Secured Obligations. Grantor agrees to reimburse Secured Party on demand for any payments of such costs and expenses and any payments to discharge such encumbrances.

(c) Promptly following a written demand from Secured Party, Grantor shall take such other actions as Secured Party shall reasonably determines is necessary or appropriate to preserve, protect, perfect and duly record the Lien created under this Security Agreement in the Collateral credited to the Collateral Account, including executing, delivering, filing and/or recording, in such locations and jurisdictions as Secured Party shall specify, any financing statement, making an entry in respect of this Security Agreement in the register of mortgages and charges of Grantor (and Grantor shall within three Local Business Days of the date of this Security Agreement provide a copy of such updated register of mortgages and charges to Secured Party), notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of Secured Party) to create, preserve, protect or perfect the Security Interest granted pursuant hereto and the priority thereof or to enable Secured Party to exercise and enforce its rights under this Security Agreement with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to Secured Party and the Collateral Account and/or, in the event that any Collateral (other than cash or cash equivalents) is not held through the DTC or another clearing corporation (as defined in the UCC), causing any or all of the Collateral to be transferred of record into the name of Custodian, Secured Party or its nominee.

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(d) Grantor shall: (i) promptly furnish to Secured Party any information with respect to the Collateral reasonably requested in writing by Secured Party and (ii) allow Secured Party or its representatives to inspect and copy, or furnish Secured Party or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records Grantor is prohibited from disclosing due to applicable law, and tax returns of Grantor, Parent or Affiliates of any of the foregoing, other than receipts or other evidence showing the payment of Taxes with respect to the Collateral (with the understanding that such receipt or evidence may be redacted or formatted to protect any proprietary or confidential Tax information of Grantor, Parent or Affiliates of any of the foregoing)). Notwithstanding the foregoing, to the extent any information requested by Secured Party is not then available, Grantor will furnish to Secured Party or cause to be furnished to Secured Party such information as soon as reasonably practicable after such written request.

(e) Without at least thirty (30) days’ prior written notice to Secured Party, Grantor shall not (i) maintain any of Grantor’s books and records with respect to the Collateral at any office, or maintain Grantor’s place of business (or, if Grantor has more than one place of business, Grantor’s chief executive office) at any place other than at the address indicated in Section 11 of the Master Confirmation or (ii) make any change to Grantor’s name, or the name under which Grantor does business, or the form or jurisdiction of Grantor’s organization from the name, form and jurisdiction set forth on the first page of this Security Agreement. In the event of any such changes, Grantor shall take all actions reasonably requested by the Secured Party to ensure that the Secured Party maintains a valid, perfected, first priority security interest in the Collateral.

(f) Grantor shall not close the Collateral Account or transfer any Collateral held therein or credited thereto without obtaining the prior written consent of Secured Party.

(g) Secured Party shall exercise reasonable care of the Collateral to the extent required by applicable law and in any event shall be deemed to have exercised reasonable care if Secured Party or the Custodian exercises at least the same degree of care as it would exercise with respect to its own property.

7. Ownership and Bust-Up.

(a) Definitions. As used in this Section 7:

“Beneficial Ownership” means, in respect of Secured Party, the “beneficial ownership” (within the meaning of Section 13(d)) of outstanding Shares, without duplication, by Secured Party, together with any of its Affiliates or other person or entity subject to aggregation with Secured Party, as the case may be, under Section 13(d) for purposes of “beneficial ownership” or under any Applicable Restriction (as defined below), or by any “group” (within the meaning of Section 13(d)) of which Secured Party is, or is deemed to be, a part (Secured Party and any such Affiliates, person or entity and groups, collectively, the “Secured Party Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the application of the equivalent calculation for purposes of determining whether a person is a beneficial owner of more than 10 percent of any class of equity securities registered under Section 12 of the Exchange Act for the purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder results in a different ownership level, such ownership level).

“Secured Party Person” means Secured Party, Secured Party Group (as defined above) or any other person or entity whose ownership position would be aggregated with that of Secured Party or any member of the Secured Party Group.

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“Section 13(d)” means Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(b) Ownership Provision.

(i) Notwithstanding any other provision of the Transaction Documentation to the contrary, in no event shall Secured Party be entitled to acquire, receive, vote or exercise any right of rehypothecation or any other rights of Secured Party in respect of any such Collateral Shares to the extent (but only to the extent) that immediately upon giving effect to such acquisition, receipt or exercise of such rights:

(A) the extent the Issuer is not a “foreign private issuer” (within the meaning of the Exchange Act) at such time, it would cause Secured Party to have Beneficial Ownership equal to or greater than 8.0% of the number of the total outstanding Shares of Issuer; or

(B) any Secured Party Person under any federal, state or local laws, rules, regulations or regulatory orders or any provisions of the organization documents of Issuer or any agreement to which Grantor or any Affiliate thereof or Issuer is a party, in each case, applicable to ownership of Shares (“Applicable Restrictions”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of such Shares equal to: (i) the number of such Shares that would give rise to any reporting or registration obligation or other requirement (including obtaining prior approval by any person or entity) of such Secured Party Person or would result in an adverse effect on such Secured Party Person under any Applicable Restriction, as determined by Secured Party in its reasonable discretion, in each case minus (ii) 1% of the number of the total outstanding relevant Shares (each of paragraphs (A) and (B) above, an “Ownership Limitation”).

(ii) The inability of Secured Party to acquire, receive or exercise rights with respect to any Relevant Collateral Shares as provided above at any time as a result of an Ownership Limitation shall not preclude Secured Party from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any other provision of the Transaction Documentation to the contrary, each Secured Party Person shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Collateral Shares that Secured Party is not entitled to acquire or receive, or exercise any other rights of Secured Party at any time pursuant to this Ownership Provision, until such time as Secured Party is not prohibited from acquiring, receiving or exercising such rights in respect thereof under an Ownership Provision, and any such acquisition, receipt or exercise of such rights shall be void and have no effect to the extent (but only to the extent) that Secured Party is so prohibited.

(c) Issuer is an intended third-party beneficiary of this Section 7.

8. Power of Attorney. Subject to Section 7 of this Security Agreement, Grantor, in such capacity, hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful agent and attorney-in-fact with full irrevocable power and authority, in the name of Grantor or in its own name, to take upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party that has not been waived, cured or deemed not to occur pursuant to the Transaction Documentation or

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upon the occurrence or designation of an Early Termination Date resulting from an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as the sole Affected Party, any and all action and to execute any and all documents and instruments that Secured Party at any time and from time to time deems necessary or desirable to accomplish the purposes of this Security Agreement, including, without limitation, selling any of the Collateral on behalf of Grantor as agent or attorney in fact for Grantor, in the name of Grantor and applying the proceeds received therefrom; provided that, nothing in this Section 8 shall be construed to obligate Secured Party to take any action hereunder nor shall Secured Party be liable to Grantor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest, is irrevocable, and shall continue until the Secured Obligations have been paid and performed in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued. Without limiting the generality of the foregoing, so long as Secured Party shall be entitled under Section 9 to make collections in respect of the Collateral, Secured Party shall have the right and power to receive, endorse and collect all checks made payable to the order of Grantor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

9. Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or upon the occurrence or designation of an Early Termination Date resulting from an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as the sole Affected Party (each, an “Enforcement Event”), subject to Section 7, Secured Party may: take control of the Collateral and proceeds thereof, including stock received as dividends or by reason of stock splits; release the Collateral in its possession to Grantor or others, temporarily or otherwise; take control of funds generated by the Collateral, such as cash dividends, interest and proceeds, and use the same to reduce any part of the Secured Obligations and exercise all other rights that an owner of such Collateral may exercise; and at any time transfer any of the Collateral or evidence thereof into its own name or that of its nominee. Subject to Section 6(g) hereof, Secured Party shall not be liable for failure to collect any account or instruments, or for any act or omission on the part of Secured Party, its officers, agents or employees, except for any act or omission arising out of their own willful misconduct, gross negligence or fraud. The foregoing rights and powers of Secured Party will be in addition to, and not a limitation upon, any rights and powers of Secured Party given by law in equity, elsewhere in this Security Agreement, the other Transaction Documentation or otherwise.

(b) Subject to Section 7, in addition to and not in lieu of the rights set forth in Section 9(a), upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or upon the occurrence or designation of an Early Termination Date resulting from an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as the sole Affected Party, Secured Party may, without notice of any kind, which Grantor hereby expressly waives (except for any notice required under this Security Agreement or any other Transaction Documentation that may not be waived under applicable law), at any time thereafter exercise and/or enforce any of the following rights and remedies, at Secured Party’s option:

(i) Deliver or cause to be delivered from the Collateral Account to itself or to an Affiliate, Collateral Shares (or security entitlements in respect thereof) and any other Collateral;

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(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral in such the Collateral Account, and otherwise exercise all of Grantor’s rights with respect to any and all of the Collateral in the Collateral Account, in its own name, in the name of Grantor or otherwise; provided that, Secured Party shall have no obligation to take any of the foregoing actions; and

(iii) Sell, lease, assign or otherwise dispose of all or any part of the Collateral in the Collateral Account, at such place or places and at such time or times as Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable law and cannot be waived), and Secured Party may be the purchaser, lessee, assignee or recipient of any or all of such Collateral so disposed of at any public sale or at one or more private sales and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Grantor, any such demand, notice and right or equity being hereby expressly waived and released. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

(c) Grantor specifically understands and agrees that any sale by Secured Party of all or part of the Collateral in the Collateral Account pursuant to the terms of this Security Agreement may be effected by Secured Party at times and in manners that could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at different times or in different manners (including, without limitation, as a result of the provisions of Section 7 hereof), and Grantor hereby releases Secured Party and its officers and representatives from and against any and all obligations and liabilities arising out of or related to the timing or manner of any such sale, to the extent permitted under applicable law. Without limiting the generality of the foregoing, if, in the reasonable opinion of Secured Party (as to which it has been advised by legal counsel), there is any question that a public sale or distribution of any Collateral in the Collateral Account may violate any state or federal securities law, including without limitation, the Securities Act, Secured Party may offer and sell such Collateral in a transaction exempt from registration under the Securities Act (including, without limitation, pursuant to Section 4(a)(2) thereof), and/or limit purchasers to Qualified Institutional Buyers (as defined in Rule 144A of the Securities Act) and/or who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof and any such sale made in good faith by Secured Party shall be deemed “commercially reasonable”. Furthermore, Grantor acknowledges that any such restricted or private sales may be at prices and on terms less favorable to Grantor than those obtainable through a public sale without such restrictions, and agrees such sales shall not be considered to be not commercially reasonable solely because they are so conducted on a restricted or private basis. Grantor further acknowledges that any specific disclaimer of any warranty of title or the like by Secured Party will not be considered to adversely affect the commercial reasonableness of any sale of Collateral. The parties agree and acknowledge that the Relevant Collateral Shares are traded on a recognized market.

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(d) If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to this Section 9 are insufficient to cover the costs and expenses of such sale, collection or realization and the payment in full of the Secured Obligations (other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued), Secured Party may continue to enforce its remedies under this Security Agreement and the other Transaction Documentation to collect the deficiency.

(e) Secured Party’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third person, exercises reasonable care in the selection and supervision of the bailee or other third person.

(f) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 9, Grantor agrees that, upon request of Secured Party, Grantor will, at its own expense:

(i) execute and deliver, and use commercially reasonable efforts to cause the officers and directors of Issuer to execute and deliver, to any person or entity or governmental authority, as Secured Party may choose, any and all documents and writings that, in Secured Party’s reasonable judgment, may be required by any governmental authority located in any city, county, state or country where Grantor or Issuer engages in business in order to permit the transfer of, or to more effectively or efficiently transfer, the Collateral or otherwise enforce Secured Party’s rights hereunder; and

(ii) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

(g) Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 9 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 9 may be specifically enforced.

Grantor agrees and acknowledges that the Collateral Shares are customarily sold on a recognized market within the meaning of Section 9-610 of the UCC and represent a significant percentage of the total outstanding Shares of Issuer. Upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or upon the occurrence or designation of an Early Termination Date resulting from an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as the sole Affected Party and Secured Party shall desire to exercise any of its rights and remedies with respect to the Collateral Shares, as provided above or otherwise available to it under the UCC, at law or in equity, as contemplated by Section 9-603 of the UCC, the parties hereto agree to the following standards for measuring the fulfillment of the obligations of Secured Party and the rights of Grantor under the UCC. In the event that notification of disposition of the Collateral Shares is required by applicable law (it being acknowledged and agreed that no such notice shall be required if the Collateral Shares threaten to decline speedily in value or are of a type customarily sold on a recognized market), the parties hereto agree that notice sent to each of the persons specified in Section 9-611(c) of the UCC prior to (x) the date of any proposed public sale of the Collateral Shares (or on such date but prior to any such sale) or (y) the date on or after which Secured Party intends to conduct a private sale of the Collateral Shares (or on such date but prior to any such sale), shall constitute a reasonable time for such notice.

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(h) The parties acknowledge and agree that large blocks of equity securities are customarily sold by the seller retaining an investment bank or other financial institution (a “Block Dealer”) to send notification of such sale via e-mail and/or telephone calls, using a marketing team reasonably familiar with the issuer and the market for such equity securities, to ten (10) or more sophisticated equity investors who maintain accounts with such Block Dealer (or its affiliates) (but generally not to retail investors) soliciting such investors to submit bids to purchase the offered securities from which bids the Block Dealer will build a book of bids for purposes of determining the market clearing price for such offered securities, which price is typically expected to be determined within a few hours of the commencement of such offering but can be determined as soon as, for example, thirty (30) minutes thereafter or as long as, for example, three (3) Scheduled Trading Days thereafter. Furthermore, the parties acknowledge and agree that (i) Secured Party may exercise its rights pursuant hereto substantially concurrently or in prompt succession (including at the same time on the same day), (ii) Secured Party may solicit bids to purchase the Collateral Shares from any particular investor that maintains accounts with Secured Party (or its affiliates) and (iii) the events or circumstances giving rise to certain Events of Default with respect to Grantor as the Defaulting Party, Termination Events with respect to Grantor as the sole Affected Party or Extraordinary Events (including, for example, those arising from, or in connection with, a Merger Event), and/or the event of a foreclosure on a large block of equity securities pledged by a major shareholder, may reduce the number of investors interested in participating in the market for such equity securities and/or the price any such investor is willing to bid for such equity securities. As a result, any such sale may result in prices and terms less favorable to Secured Party than those that could be obtained by selling or otherwise disposing of such Collateral Shares in multiple transactions, over multiple days, in a broadly distributed offering and/or in the absence of, or at a time later than the occurrence of, any adverse events or circumstances. As contemplated by UCC Section 9-603, the parties hereto desire to agree that any private foreclosure held in accordance with the foregoing procedures shall satisfy the commercial reasonableness and other requirements of the UCC. Nevertheless, Secured Party shall not be limited to foreclosing in accordance with the foregoing procedure and may also foreclose using any other method or procedure that satisfies the applicable requirements of the UCC.

In addition, in the event that Secured Party determines to sell the Collateral Shares in a sale that is a public sale for purposes of the UCC, the parties hereto agree that posting of notice of such sale, such notice to describe the Collateral Shares being sold and the time and place of the sale as described below, through the Bloomberg Professional service or any other comparable on-line service widely used by sophisticated equity traders and/or investors after the close of trading on the Exchange on the day of, but prior to, such sale shall constitute sufficient public notice of any such sale and that no notice thereof in any newspaper or other written publication shall be required. The parties hereto agree that notification of the time and method of a sale of the Collateral Shares conducted in such a manner shall constitute sufficient notice of the time and place of the public sale for purposes of the UCC. Each of the parties hereto has been advised by legal counsel and believes that the foregoing procedures and agreements for disposition of the Collateral Shares are in their mutual interest.

10. Collateral Event of Default. With respect to Grantor, the occurrence of the following shall be an Event of Default under the Master Agreement: the occurrence of either of the following: at any time after the Prepayment Date, (a) failure of the Collateral to include a number of Shares, free from Transfer Restrictions (other than Existing Transfer Restrictions) and any Restrictive Conditions, at least equal to the aggregate Base Number for all Transactions then outstanding one

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Local Business Day after receiving written notice of such failure or (b) failure of the Security Interests to constitute a valid and perfected, first priority security interest securing the Secured Obligations, subject to no Liens other than Permitted Liens. “Restrictive Conditions” means (i) any shareholders agreement, voting agreement, investors rights agreement, lock-up agreement or any similar agreement relating to Shares, and (ii) any restriction, condition or requirement (whether or not under any law, rule, regulation regulatory order or organization documents or contracts) relating to Shares a holder thereof (whether beneficial, constructive or otherwise) or any pledgee thereof would be subject to, including without limitation, any registration requirement, ownership limitation, reporting or informational requirement or mandatory redemption or transfer (other than as set forth in the Issuer’s organization documents or by operation of law, rule or regulation in each case as of the date hereof).

As used herein, the term “Transfer Restriction” means, with respect to any item of Collateral, any condition to or restriction on the ability of the owner or any pledgee thereof to pledge, sell, assign or otherwise transfer such item of Collateral or enforce the provisions thereof or of any document related thereto whether set forth in such item of Collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment or other transfer or enforcement for such item of Collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitation on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such item of Collateral, (iii) any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the issuer of, any other obligor on or any registrar or transfer agent for, such item of Collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such item of Collateral, and (iv) any registration or qualification requirement or prospectus delivery requirement for such item of Collateral pursuant to any federal, state, local or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such item of Collateral being a “restricted security” or Grantor being an “affiliate” of the issuer of such item of Collateral, as such terms are defined in Rule 144). and the term “Existing Transfer Restrictions “means Transfer Restrictions on any of the Collateral Shares: (a) on account of the fact that Grantor is an “affiliate” of the Issuer within the meaning of Rule 144; (b) on account of the fact that the Collateral Shares are “restricted securities” within the meaning of Rule 144, but only to the extent prior to Secured Party or its affiliates having sold the full Number of Shares in accordance with the Interpretive Letters; and (c) on account of the fact that the Issuer had been an issuer described in Rule 144(i)(1) under the Securities Act and is subject to the requirements under Rule 144(i)(2) and Rule 145(d) under the Securities Act.

11. Dividends. All cash and non-cash proceeds of the Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral, received by Secured Party or the Custodian shall be credited to the Collateral Account. For the avoidance of doubt, as described in Section 3(a), any and all amounts paid or credited to the Collateral Account (including with respect to dividends or distributions) shall be net of any applicable withholding Taxes, including Taxes withheld under 871(m) of the Code or similar or analogous provisions under any tax law of an applicable jurisdiction. All cash and non-cash proceeds of the Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral, received by Grantor shall be received in trust for the benefit of Secured Party, shall be segregated from other property of Grantor and shall immediately be delivered over to the Custodian to be credited to the Collateral Account to be held as Collateral in the same form as received or in such other manner as Secured Party may instruct (with any necessary endorsement). Unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or

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an Early Termination Date has been designated, Secured Party shall pay over, or cause to be paid over, to Grantor any Manufactured Dividend (defined below), but solely to the extent the amount of such Manufactured Dividend exceeds any corresponding Dividend Payment obligation under the Confirmation (and, for the avoidance of doubt, the parties’ obligations to make any Dividend Payment or pay any Manufactured Dividend amounts with respect to the same Cash Dividend (defined in the Master Confirmation) shall be netted against one another, such that only the party with the greater payment obligation shall make payment of such excess amount). “Manufactured Dividend” shall mean the amount of any cash dividend or distribution made in respect of the Shares that have been Rehypothecated, after netting any applicable withholding taxes that would apply to (i) such dividend or distribution received by Secured Party and (ii) the further payment of such amount representing economic entitlement to such dividend or distribution (after netting any withholding taxes in (i)) by Secured Party to Grantor.

12. Application for Settlement. Unless Grantor satisfies Secured Party’s delivery obligations under a Transaction through delivery of other Shares, Grantor hereby authorizes Secured Party on the applicable Settlement Date to apply Collateral in the form of Shares to satisfy Grantor’s delivery obligations, if any, under such Transaction; provided that in no event shall (i) Secured Party be required to make such application and (ii) this provision be construed as altering in any way Grantor’s obligations to satisfy all conditions to Physical Settlement under the Confirmation. Furthermore, Grantor agrees with Secured Party that, if, on any date, Shares would otherwise be deliverable by Grantor to Secured Party under the terms of the Confirmation and by Secured Party to Grantor as a result of Secured Party’s obligation to return Rehypothecated Collateral constituting Shares to Grantor, then, on such date, each party’s obligation to deliver such Shares will be automatically satisfied and discharged and, if the aggregate number of Shares that would otherwise have been deliverable by one party exceeds the aggregate number of Shares that would otherwise have been deliverable by the other party, replaced by an obligation upon the party whom the larger aggregate number of Shares would have been deliverable to deliver to the other party Shares in a number equal to the excess of the larger aggregate number over the smaller aggregate number.

13. General.

(a) Successors and Assigns. The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) Grantor may not assign or otherwise transfer any of its rights or obligations hereunder or under any other Transaction Documentation without the prior written consent of Secured Party (and any attempted assignment or transfer by Grantor without such consent shall be null and void), unless otherwise permitted under the terms of the Transaction Documentation and (ii) Secured Party may not assign nor otherwise transfer its rights or obligations hereunder without the prior written consent of Grantor (and any attempted assignment or transfer by Grantor without such consent shall be null and void) except in accordance with the Transaction Documentation. Nothing in this Security Agreement, expressed or implied, shall be construed to confer upon any person or entity (other than the parties hereto and their respective successors and assigns permitted under the Transaction Documentation) any legal or equitable right, remedy or claim under or by reason of this Security Agreement.

(b) No Waiver. No failure or delay by either party in exercising any right or power hereunder or under any other Transaction Documentation shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each

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party hereunder and under any other Transaction Documentation are cumulative and are not exclusive of any rights or remedies that it would otherwise have. No waiver of any provision of this Security Agreement or any other Transaction Documentation or consent to any departure by either party therefrom shall in any event be effective unless the same shall be permitted by the Transaction Documentation, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the other party to any other or further action in any circumstances without notice or demand. Without limiting the generality of the foregoing, the payment of a Prepayment Amount shall not be construed as a waiver of any Event of Default with respect to Grantor as Defaulting Party, Termination Event with respect to Grantor as sole Affected Party or Extraordinary Event, regardless of whether Secured Party may have had notice or knowledge of such Event of Default, Termination Event or Extraordinary Event at the time.

(c) Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Secured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Grantor. At the sole expense of Grantor following any such termination, Secured Party shall deliver to Grantor any Collateral held by Secured Party hereunder, and execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement. No Collateral shall be released prior to the payment in full of the Secured Obligations, other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued; provided that unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, when no amounts are or thereafter may become payable or Shares deliverable by Counterparty with respect to any Secured Obligations relating to a particular Transaction (other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued), Secured Party will return to Grantor all Collateral relating to such Transaction. Notwithstanding the foregoing, if at any time, any payment to Secured Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the Liens of Secured Party on the Collateral, shall be automatically reinstated and Grantor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement.

(d) Definitions. Unless the context indicates otherwise, definitions in the UCC apply to words and phrases in this Security Agreement; if UCC definitions conflict, Article 8 and/or 9 definitions apply.

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(e) Notice. Each notice to, or other communication with, any party hereunder shall be given to such party as provided under Section 11 of the Master Confirmation.

(f) Modifications. No provision hereof shall be modified or limited except pursuant to the Transaction Documentation. The provisions of this Security Agreement shall not be modified or limited by course of conduct or usage of trade.

(g) Financing Statement. Grantor hereby irrevocably authorizes Secured Party (or its designee) at any time and from time to time to file in any jurisdiction any financing or continuation statement and amendment thereto or any registration of charge, mortgage or otherwise, containing any information required under the UCC or the law of any other applicable jurisdiction (in each case without the signature of Grantor to the extent permitted by applicable law), necessary or appropriate in the judgment of Secured Party to perfect or evidence its Security Interest in and lien on the Collateral credited to the Collateral Account. Grantor agrees to provide to Secured Party (or its designees) any and all information required under the UCC or the law of any other applicable jurisdiction for the effective filing of a financing statement and/or any amendment thereto or any registration of charge, mortgage or otherwise.

(h) Counterparts; Integration; Effectiveness. This Security Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Security Agreement and Transaction Documentation constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Security Agreement shall become effective when it shall have been executed by Secured Party and when Secured Party shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or electronic transmission shall be effective as delivery of an original executed counterpart of such signature page. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(i) Severability. Any provision of this Security Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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(j) WAIVER OF MARSHALING. GRANTOR AND SECURED PARTY ACKNOWLEDGES AND AGREES THAT IN EXERCISING ANY RIGHTS UNDER OR WITH RESPECT TO THE COLLATERAL HEREUNDER OR UNDER ANY OTHER SECURITY AGREEMENT: (A) SECURED PARTY IS UNDER NO OBLIGATION TO MARSHAL ANY SUCH COLLATERAL; AND (B) SECURED PARTY MAY, IN ITS ABSOLUTE DISCRETION, REALIZE UPON SUCH COLLATERAL IN ANY ORDER AND IN ANY MANNER IT SO ELECTS. GRANTOR WAIVES ANY RIGHT TO REQUIRE THE MARSHALING OF ANY SUCH COLLATERAL.

(k) Governing Law; Submission to Jurisdiction. This Security Agreement constitutes a “Credit Support Document” under the Master Agreement. The provisions of the third paragraph of Section 1 of the Master Confirmation shall apply mutatis mutandis to this Security Agreement as if such provisions were fully set forth herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed (and by Grantor, as a deed) by their duly authorized representatives as of the date first above written.

Grantor 2829908 DELAWARE LLC
By:
	Name:
	Title:

[Signature Page to Security Agreement]

CITIBANK, N.A., as Secured Party
By:
	Name:
	Title:

[Signature Page to Security Agreement]

Schedule 1

UCC Filing Location

1. Delaware

EX-10.6

Exhibit 10.6

Execution Version

ACCOUNT CONTROL AGREEMENT

Account Control Agreement (this “Agreement”) dated as of May 19, 2023 among Citibank, N.A. (the “Secured Party”), 2829908 Delaware LLC, a Delaware limited liability company (the “Grantor”) and Citigroup Global Markets Inc. (the “Custodian”).

Reference is made herein to (i) that certain Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of the date hereof (as such may be amended, restated, supplemented or otherwise modified from time to time, the “Master Confirmation”), by and between the Grantor and the Secured Party, pursuant to which the Grantor and the Secured Party may enter into one or more transactions (each a “Transaction”), each of which shall be evidenced by a supplemental confirmation and the related pricing supplement (each supplemental confirmation and the related pricing supplement, together with the Master Confirmation, a “Confirmation”), which supplement, form a part of, and are subject to an agreement in the form of an ISDA 2002 Master Agreement (the “Master Agreement”) between the Grantor and the Secured Party as if the parties had executed an agreement in such form on the date of the Master Confirmation, without any Schedule thereto, but containing all elections, modifications and amendments thereto made in the Confirmation and (ii) that certain Pledge and Security Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and between the Grantor and the Secured Party, pursuant to which the Grantor, in order to secure the Secured Obligations (as defined in the Security Agreement), has granted to the Secured Party a security interest in the securities account established and maintained at the Custodian with account number [ • ] in the name of Grantor (including any successor, renumbered or redesignated account and all sub-accounts of any such account, the “Collateral Account”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Confirmation, unless otherwise noted.

W I T N E S S E T H

WHEREAS, it is a condition precedent to the effectiveness of the Master Confirmation that the parties hereto execute and deliver this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

1. Collateral Account.

(a) The Secured Party and the Grantor hereby appoint the Custodian as the custodian of all of the Collateral at any time transferred to the Custodian during the term of the Confirmation, and authorize the Custodian to hold the Collateral in its name or the name of its nominees. The Custodian hereby accepts such appointment and agrees to maintain the Collateral Account for the Grantor, subject to the security interest of the Secured Party. The Grantor hereby authorizes the Custodian to comply with all written instructions, including entitlement orders, originated by the Secured Party with respect to the Collateral held in the Collateral Account controlled by the Secured Party without further consent or direction from the Grantor or any other party. As used in this Agreement, “Collateral” has the meaning given to it in the Security Agreement.

(b) All Collateral held in the Collateral Account shall at all times remain the property of the Grantor, subject to the terms of the Transaction Documentation and the rights of the Secured Party as pledgee and secured party thereof pursuant to the Transaction Documentation, and is being pledged to the Secured Party, as pledgee and secured party, and may only be used to secure the Transaction, pursuant to and in accordance with the terms and conditions of the Transaction Documentation.

(c) Subject to the provisions of this Agreement, the Custodian shall (i) treat the Grantor as the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the Uniform Commercial Code (as in effect from time to time in the State of New York (the “NYUCC”)) of the Collateral Account and (ii) report all income and other distributions to the Internal Revenue Service and other tax authorities as being those of the Grantor.

(d) The Custodian shall treat the Collateral Account as a “securities account” as defined in Section 8-501(a) of NYUCC and all property from time to time credited thereto as “financial assets” within the meaning of Section 8-102(a)(9) of the NYUCC and shall be acting in its capacity as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the NYUCC in the maintenance of the Collateral Account and the performance of its responsibilities as Custodian hereunder.

(e) The Collateral Account is, and will be at all times, a “securities account” within the meaning of the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5, 2006, S. Treaty Doc. No. 112-6, 46 I.L.M. 649 (the “Hague Securities Convention”). With regard to the Collateral Account (and all Collateral deposited, credited or otherwise held therein), the Custodian is, and will be at all times, an “intermediary” within the meaning of the Hague Securities Convention.

(f) All securities or other property underlying any financial assets credited to the Collateral Account (other than any cash or other property that cannot be endorsed, but including for the avoidance of doubt any securities) shall be registered in the name of the Custodian (or a nominee), endorsed to the Custodian or in blank or credited to another securities account maintained in the name of the Custodian, and in no case shall any financial asset credited to the Collateral Account be registered in the name of the Grantor, payable to the order of the Grantor or specially endorsed to the Grantor except to the extent that the foregoing have been specially endorsed to the Custodian or in blank.

2. Control. The Collateral Account shall be under the control of the Secured Party and the Custodian shall comply with all written instructions (including “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions for the disposition of cash in the Collateral Account) with respect to the Collateral Account without further consent of the Grantor or any other person. The Custodian shall not comply with any written instructions (including entitlement orders or instructions) of the Grantor, except with respect to the voting of any securities in the Collateral Account and any ministerial matters as may be necessary in connection with the voting of securities or receipt of dividends or distributions thereon. The Custodian’s obligation to comply with the Secured Party’s written instructions (including entitlement orders or instructions) shall not be affected by the existence of any contingent indemnity claims that the Custodian may have.

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3. Collateral Removal; Substitutions/Investments; Distributions and Proceeds. Except as provided in Section 2 of this Agreement, any collateral substitutions, investments and releases with respect to the Collateral held in the Collateral Account shall be effected solely at the direction of the Secured Party. Any distributions on the Collateral held in the Collateral Account and any proceeds thereof shall be credited to the Collateral Account unless otherwise directed by the Secured Party.

4. Certain Provisions Concerning the Custodian.

(a) The Custodian shall have no responsibility to review or verify the accuracy or completeness of any information contained in any notice or certificate or other communication received by the Custodian from any person. The Custodian shall incur no liability under or in respect of this Agreement by acting upon any notice, request, consent, certificate or other instrument or writing (or authenticated telecommunication if the Custodian so agrees) reasonably believed by it to be genuine and authorized by the proper party.

(b) The Custodian shall hold in the Collateral Account, upon the terms of this Agreement, all such Collateral as shall be received by the Custodian for the Collateral Account and will collect and receive all monies and other property paid or distributed in respect of the Collateral held in the Collateral Account or realized on the sale or other disposition of such Collateral. Collateral held in the Collateral Account shall be delivered or transferred only in accordance with the Transaction Documentation and this Agreement.

(c) The Custodian shall confirm in writing to the Grantor and the Secured Party all deliveries or transfers of Collateral. The Custodian will render a monthly statement of transactions and Collateral held in the Collateral Account to the Secured Party and the Grantor.

(d) Neither the Custodian nor its directors, officers, attorneys, agents, sub-agents, sub-custodians or employees shall be liable for (x) any action taken or omitted to be taken by it, or by them on its behalf, as Custodian under this Agreement (including, without limitation, any action taken or omitted to be taken before the date hereof by it or them in preparation for acting hereunder or thereunder), or (y) any action taken or omitted to be taken by or on behalf of the Grantor or the Secured Party, except, in the case of each of (x) and (y) above, in the case of its or their own gross negligence, bad faith or willful misconduct. The Grantor agrees to indemnify the Custodian and to hold it harmless from and against any and all reasonable costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) which are sustained by the Custodian hereunder or arising herefrom other than such Losses as are the result of Custodian’s gross negligence, bad faith or willful misconduct.

(e) The Custodian represents, warrants and covenants that each item of property, including cash, credited to the Collateral Account shall be treated by Custodian as a “financial asset” under Article 8 of the NYUCC and Article 1(1)(b) of the Hague Securities Convention.

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5. Waiver and Subordination of Rights. The Custodian hereby subordinates in favor of the Secured Party any and all liens, encumbrances, claims or security interests which the Custodian may now or hereafter have against the Collateral Account or any property credited thereto.

6. Amendment, Termination and Resignation. This Agreement may be amended by a written instrument executed by the Secured Party, the Grantor and the Custodian. This Agreement shall terminate upon (a) the Custodian’s receipt of written instructions from the Secured Party expressly stating that the Secured Party no longer claims any security interest in the Collateral (which instructions the Secured Party agrees to give promptly and without request when required under the Transaction Documentation) and the Custodian’s subsequent transfer of all of the Collateral from the Collateral Account to the Grantor pursuant to the Grantor’s written instructions or (b) the transfer of all of the Collateral at the instruction of the Secured Party. The Custodian shall not be required to make any determination as to whether such distribution is made in accordance with the provisions of this Agreement or the Transaction Documentation.

The Custodian may resign as Custodian in respect of the Collateral Account at any time upon 60 days’ prior written notice to the other parties hereto; provided that, immediately upon sending such notice of resignation, (i) the Grantor and the Secured Party shall use commercially reasonable efforts to find and appoint a successor custodian that is mutually acceptable to both parties (the “Successor Custodian”); and (ii) the Custodian shall immediately transfer all Collateral held in the Collateral Account to a new Collateral Account opened at the Successor Custodian. Notwithstanding the foregoing, if a Successor Custodian is not appointed within 60 days of the Custodian’s submission of notice to resign, the Secured Party shall appoint a successor custodian for the Collateral on terms that are not less advantageous to the Secured Party than those set forth in this Agreement and the Custodian shall immediately transfer all Collateral held in the Collateral Account to a new Collateral Account opened at such successor Custodian.

7. Communications. The Custodian is authorized to accept and rely upon all written instructions and other communications contemplated hereunder given on behalf of the Secured Party or the Grantor, as applicable, by any authorized persons thereof, including instructions given by facsimile transmission. Upon request of the Custodian, the Secured Party shall furnish to the Custodian the names of authorized persons, and it shall not be necessary for the Custodian to inquire as to the authority of any such person. Any notice, instruction or other communication required or permitted to be given to the Custodian hereunder shall be in writing (or oral and confirmed in writing), unless expressly provided otherwise, and addressed to: Citigroup Global Markets Inc., Citi CED, Equity Derivatives Middle Office, 390 Greenwich Street, 3^rd Floor, New York, NY 10013; Fax: (212) 723-8729; E-mail: eq.us.corporates.middle.office@citi.com; sean.montgomery@citi.com; Attention: Sean Montgomery.

8. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns and neither the Custodian nor the Secured Party and the Grantor may assign this Agreement without the prior written consent of the others.

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9. Severability. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition and only in connection with the jurisdiction of such court, agency or body. The validity and enforceability of the remaining provisions and conditions, and of such provision or condition in any other jurisdiction, shall not be affected thereby and this Agreement shall, as to such jurisdiction, be carried out as if any such invalid or unenforceable provision or condition were not contained herein shall, as to all other jurisdictions, be carried out as if such holding of invalidity or unenforceability had not been made.

10. Governing Law; Jurisdiction; Jury Trial Waiver. The State of New York shall be deemed to be the location of the Custodian. This Agreement and the Collateral Account will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine) and the law in force in the State of New York will govern all issues specified in Article 2(1) of the Hague Securities Convention and, without limiting the foregoing, will govern any account agreement (within the meaning of the Hague Securities Convention) that may govern the Collateral Account. The Custodian’s jurisdiction (within the meaning of Section 8-110 of the NYUCC) in respect of the Collateral Account is the State of New York. Each of the Custodian, the Secured Party and the Grantor hereby consents to the non-exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder and hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

11. Entire Agreement. This Agreement and the Transaction Documentation constitute the entire agreement and understanding of the parties with respect to its subject matter and supersede all oral communication and prior writings with respect thereto (including, without limitation, prior agreements among one or more of the parties hereto and any predecessors-in-interest to any of the other such parties).

12. Counterparts. This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission or electronic delivery in .pdf format), each of which will be deemed an original and all of which, taken together, will constitute a single agreement.

13. No Waiver. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

14. Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

[Remainder of page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CITIBANK, N.A.,

as Secured Party

By:

Name:

Title:

[Signature Page to Account Control Agreement]

2829908 DELAWARE LLC,

as Grantor

By:

Name:

Title:

[Signature Page to Account Control Agreement]

CITIGROUP GLOBAL MARKETS INC.,

as Custodian

By:

Name:

Title:

[Signature Page to Account Control Agreement]

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Li-Cycle Holdings Corp., an Ontario corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 19^th day of May, 2023.

AJAY KOCHHAR
By:	/s/ Ajay Kochhar
Name:	Ajay Kochhar

2829908 Delaware LLC
By:	/s/ Ajay Kochhar
Name:	Ajay Kochhar
Title:	CEO

Maplebriar Holdings Inc.
By:	/s/ Ajay Kochhar
Name:	Ajay Kochhar
Title:	CEO
The Kochhar Family Trust
By:	/s/ Ajay Kochhar
Name:	Ajay Kochhar
Title:	Trustee