CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Certain Related Person Transactions Related to the Business Combination
Transaction Support Agreements
Concurrently with the execution of the Business Combination Agreement,
the Li-Cycle Holders
entered into
the Li-Cycle Transaction
Support Agreements with Peridot, pursuant to which each of the
Li-Cycle
Holders agreed to, among other things, (i) vote or cause to be voted (whether in person, by proxy, by action by written consent, as applicable, or as may be required
under Li-Cycle’s shareholders
agreement or articles of incorporation)
their Li-Cycle Shares
in favor of the Business Combination Agreement, the Arrangement and certain related transactions; (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities.
MMF LT, LLC, an affiliate of Moore Strategic Ventures, LLC, which was a beneficial owner, in the aggregate, of more than 5% of
Li-Cycle’s
Class A preferred shares prior to the Business Combination, agreed to purchase as a PIPE Investor under the PIPE Financing, 5,000,000 shares of NewCo, which, upon the Amalgamation, became 5,000,000 common shares of the Company, for a purchase price of $10 per share.
Anthony Peter Tse, Richard Findlay and Mark Wellings (through his holding company, ZCR Corp.), directors of
Li-Cycle,
respectively agreed to purchase as PIPE Investors in the PIPE Financing, 18,000, 13,000 and 18,000 shares of NewCo, which, upon the Amalgamation, became 18,000, 13,000 and 18,000 common shares of the Company, respectively, for a purchase price of $10 per share.
Certain Relationships and Related Person Transactions prior to the Business Combination
The
Li-Cycle’s
shareholders agreement, as amended November 12, 2020, granted certain rights to holders of
Li-Cycle
Shares and Class A preferred shares of
Li-Cycle,
including certain approval rights,
pre-emptive
rights,
tag-along
rights, drag-along rights and information rights. The shareholders agreement terminated in connection with the consummation of the Business Combination.
From January 1, 2019 to December 31, 2021, the Company leased certain office space from Ashlin BPG Marketing, which is controlled by certain members of the immediate family of the Company’s President and Chief Executive Officer. Under the terms of the lease, the Company was required to pay Cdn. $4,500 per month plus applicable taxes, subject to 60 days’ notice of termination. Li-Cycle terminated the lease, effective December 31, 2021. During the twelve months ended October 31, 2021, the Company incurred expenses of $39,866 in relation to this vendor, as compared to $35,505 for the twelve months ended October 31, 2020.
On March 23, 2018,
Li-Cycle
issued 1,663
Li-Cycle
Shares to Richard Findlay, 9,706
Li-Cycle
Shares to Alex Lowrie, 9,706
Li-Cycle
Shares to Louise Lowrie, 9,706
Li-Cycle
Shares to Anthony Lowrie and 9,706
Li-Cycle
Shares to Liv Lowrie, in each case for a subscription price of C$18.03 per
Li-Cycle
Share. On January 23, 2019,
Li-Cycle
issued 4,234
Li-Cycle
Shares to Alex Lowrie as a finder’s fee in connection with a prior financing conducted by
Li-Cycle.
Alex Lowrie was a director of
Li-Cycle
prior to the Business Combination and each of Louise Lowrie, Anthony Lowrie and Liv Lowrie are immediate family members of Alex Lowrie.
