FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 23rd, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between FORTRESS VALUE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2020, is made and entered into by and among Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units1 Fortress Value Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and no
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 29, 2020 by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 29, 2020, by and between FORTRESS VALUE ACQUISITION CORP., a Delaware corporation (the “Company”), and Joshua A. Pack (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of April 29, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDENTURE Dated as of March 7, 2024 Between MP MATERIALS CORP. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 3.00% Convertible Senior Notes due 2030Indenture • March 8th, 2024 • MP Materials Corp. / DE • Metal mining • New York
INDENTURE dated as of March 7, 2024 between MP MATERIALS CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
WARRANT AGREEMENT between FORTRESS VALUE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 29, 2020, is by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Dealer Name and Address]Call Option Transaction • March 8th, 2024 • MP Materials Corp. / DE • Metal mining
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and MP Materials Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
MP MATERIALS CORP. (a Delaware corporation) 4,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2021 • MP Materials Corp. / DE • Metal mining • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2020 • MP Materials Corp. / DE • Metal mining • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made and entered into by and among Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), , the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” , an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined
MP MATERIALS CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2020 • MP Materials Corp. / DE • Metal mining • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2020, by and between MP Materials Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2021 • MP Materials Corp. / DE • Metal mining • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of April 2021 and shall be effective as of May 15, 2021 (the “Effective Date”), by and between MP Materials Corp. (the “Company”) and Elliot Hoops (the “Executive”).
Fortress Value Acquisition Corp. 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be
The Fortress Value Acquisition Corp. New York, New York 10105Securities Subscription Agreement • March 6th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-on
Fortress Value Acquisition Corp.Administrative Services Agreement • April 23rd, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2024 • MP Materials Corp. / DE • Metal mining
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 10, 2024, and, effective as of such date, amends that certain Employment Agreement, entered into on November 18, 2021, effective as of January 1, 2022 (the “Agreement”) by and between MP Materials Corp., a Delaware corporation (the “Company”), and Michael Rosenthal (“Executive” and together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • MP Materials Corp. / DE • Metal mining • Nevada
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 18, 2021, effective as of January 1, 2022 (the “Effective Date”), by and between MP Materials Corp., a Delaware corporation (the “Company” and, together with any of its direct or indirect subsidiaries, the “Company Group”), and Michael Rosenthal (“Executive”):
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2020 • MP Materials Corp. / DE • Metal mining • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of August 2020 (the “Effective Date”), by and between MP Mine Operations LLC (the “Company”) and James H. Litinsky (the “Executive”).
Fortress Value Acquisition Corp. 46th Floor New York, New York 10105Underwriting Agreement • June 9th, 2020 • Fortress Value Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be
Fortress Value Acquisition Corp.Administrative Services Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
MP MATERIALS CORP.Restricted Stock Unit Award Agreement • May 5th, 2023 • MP Materials Corp. / DE • Metal mining • Delaware
MP Materials Corp., a Delaware corporation (the “Company”), hereby grants to ________ (the “Holder”) as of [DATE] (the “Grant Date”), pursuant to the provisions of the MP Materials Corp. 2020 Stock Incentive Plan (the “Plan”) and the MP Materials Corp. 20[___] Executive Performance Share Plan (a defined program under the Plan adopted by the Company’s Compensation Committee to attract, motivate and retain specified senior executives who are expected to contribute meaningfully to the development and growth of the Company by providing such executives with an additional equity-based incentive for outstanding performance (the “Performance Plan”) for the three calendar year period of ______ through _____ (the “Performance Period”)), a restricted stock unit award (the “Award”) with respect to ____________ shares of the Company’s Common Stock, par value $0.0001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreeme
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2020 • MP Materials Corp. / DE • Metal mining • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of July 2020, by and between MP Mine Operations LLC (the “Company”) and Ryan Corbett (the “Executive”).
SUPPORT AGREEMENTSupport Agreement • July 15th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 15, 2020, by and among Fortress Value Acquisition Corp., a Delaware corporation (“Parent”), and the other Persons whose names appear on the signature pages hereto (each such Person, a “Seller Unitholder” and, collectively, the “Seller Unitholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 15th day of July, 2020, by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
Re: Restated Parent Sponsor Letter Agreement Ladies and Gentlemen:Restated Parent Sponsor Letter Agreement • August 27th, 2020 • Fortress Value Acquisition Corp. • Blank checks
Reference is made to that certain letter agreement dated as of July 15, 2020 (the “Letter Agreement”), by and among Fortress Acquisition Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), which Letter Agreement amended and restated in its entirety that certain Letter Agreement, dated as of April 29, 2020, entered into and delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 15, 2020, by and among Fortress Value Acquisition Corp., a Delaware corporation (“Parent”), MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), Secure Natural Resources LLC, a Delaware limited liability company (“SNR” and, together with MPMO, the “Companies”), and the other parties thereto, as amended (the “Merger Agreement”). This letter (the “Restated Letter”) is being entered in
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2020 • MP Materials Corp. / DE • Metal mining • New York
This is an employment agreement (“Agreement”) between MP Mine Operations LLC (the “Company”) and Michael Rosenthal (“Employee”) is dated as of July 1, 2020. The parties agree and represent as follows:
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • July 15th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This Warrant Exchange Agreement (this “Agreement”) is entered into as of July 15, 2020, by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor LLC (the “Sponsor”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FORTRESS VALUE ACQUISITION CORP., FVAC MERGER CORP. I, FVAC MERGER LLC II, FVAC MERGER LLC III, FVAC MERGER LLC IV, MP MINE OPERATIONS LLC, and SECURE NATURAL RESOURCES LLC DATED AS OF JULY 15, 2020Merger Agreement • July 15th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 15, 2020, by and among Fortress Value Acquisition Corp., a Delaware corporation (“Parent”), FVAC Merger Corp. I, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“MPMO Merger Corp.”), FVAC Merger LLC II, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes and a direct, wholly-owned subsidiary of Parent (“SNR Merger Company”), FVAC Merger LLC III, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“MPMO Merger LLC”), FVAC Merger LLC IV, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“SNR Merger LLC” and, together with MPMO Merger Corp., SNR Merger Company and MPMO Merger LLC, the “Merger Subs”), MP Mine Operations LLC, a Delaware limited liability company (“MPMO”) and Secure Natural Resources LLC, a Delaware limited liability company (“SNR” and, together with MPMO, each
Re: Parent Sponsor Letter AgreementParent Sponsor Letter Agreement • July 15th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Fortress Value Acquisition Corp., a Delaware corporation (“Parent”), MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), Secure Natural Resources LLC, a Delaware limited liability company (“SNR” and, together with MPMO, the “Companies”), and the other parties thereto and hereby amends and restates in its entirety that certain Letter Agreement, dated as of April 29, 2020, from Fortress Acquisition Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to Parent. Certain capitalized terms used herein are defined in paragraph 11 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings
AMENDED AND RESTATED OFFTAKE AGREEMENT BY AND BETWEEN MP MINE OPERATIONS LLC AND SHENGHE RESOURCES (SINGAPORE) INTERNATIONAL TRADING PTE. LTD. Dated as of May 19, 2020Offtake Agreement • August 27th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED OFFTAKE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is dated as of May 19, 2020, and is entered into by and between:
MP Materials Corp.Registration Rights Agreement • March 26th, 2021 • MP Materials Corp. / DE • Metal mining • New York
MP Materials Corp., a Delaware corporation (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives”), its 0.25% Convertible Senior Notes due 2026 (the “Notes”), upon the terms set forth in the Purchase Agreement, dated March 23, 2021 (the “Purchase Agreement”), by and among the Issuer and the Representatives, relating to the initial placement (the “Initial Placement”) of the Notes. Upon a conversion of Notes at the option of the holder thereof in accordance with the terms of the Notes and the Indenture (as defined below), the Issuer may deliver shares of common stock, $0.0001 par value per share, of the Issuer (the “Common Stock”). To induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initia
OFFTAKE AGREEMENTOfftake Agreement • May 3rd, 2024 • MP Materials Corp. / DE • Metal mining • New York
THIS OFFTAKE AGREEMENT (as amended, modified, or supplemented from time to time, this “Agreement”) is dated as of January 16, 2024 (“Effective Date”), and is entered into by and between:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 27th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to that certain Agreement and Plan of Merger dated July 15, 2020 (the “Agreement”), is made and entered into as of August 26, 2020, by and among Fortress Value Acquisition Corp., a Delaware corporation (“Parent”), FVAC Merger Corp. I, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“MPMO Merger Corp.”), FVAC Merger LLC II, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes and a direct, wholly-owned subsidiary of Parent (“SNR Merger Company”), FVAC Merger LLC III, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“MPMO Merger LLC”), FVAC Merger LLC IV, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“SNR Merger LLC” and, together with MPMO Merger Corp., SNR Merger Company and MPMO Merger LLC, the “Merger Subs”), MP Mine Operations LLC, a Delaware limited liability company (“MPMO”) and Secure Natur
TRANSITION AND RESIGNATION AGREEMENTTransition and Resignation Agreement • August 9th, 2021 • MP Materials Corp. / DE • Metal mining • Nevada
THIS TRANSITION AND RESIGNATION AGREEMENT (this “Agreement”) is made and entered into by and between MP Materials Corp., together with any subsidiaries or affiliates (collectively, the “Company”), and Sheila Bangalore (the “Executive”), dated as of April 26, 2021 (the “Effective Date”). The Company and Executive are hereinafter collectively referred to as “Parties”, and to individually as a “Party”. Capitalized terms not otherwise defined herein shall have the meaning set forth in Executive’s Employment Agreement with MP Mine Operations LLC, dated as of July 13, 2020 (the “Employment Agreement”), which by its terms was assigned to and assumed by the Company in connection with the Closing.
