SUPPLEMENTAL WARRANT AGREEMENT
This Supplemental Warrant Agreement dated as of February 25, 2026 (the “Supplemental Warrant Agreement”), is executed by PureCycle Technologies, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, an affiliate of the Company (f/k/a Roth CH Acquisition I Co. and now known as PureCycle Technologies Holdings Corp., a wholly owned direct subsidiary of the Company) and the Warrant Agent are parties to that certain Warrant Agreement dated as of May 4, 2020 (the “Warrant Agreement”);
WHEREAS, the expiration date (the “Expiration Date”) of the Warrants is the earlier of (i) five years from the date of the completion of an initial Business Combination (which was consummated on March 17, 2021), or (ii) the date fixed for redemption of the Warrants;
WHEREAS, in accordance with the terms of the Warrant Agreement, the Board of Directors of the Company has authorized an amendment to the Warrants to extend the Expiration Date; and
WHEREAS, the parties desire to amend the Warrant Agreement upon the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms use herein and not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement.
2. Amendment to Warrant Agreement.
Effective March 17, 2026, Section 3.2 of the Warrant Agreement is hereby amended and restated in its entirety as follows:
“3.2. Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) the completion of the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months following the effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) June 17, 2026, and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 10 days to Registered