X0306 4 2020-11-17 0 0001801368 MP Materials Corp. / DE FVAC 0001427223 Principal Holdings I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001801364 Fortress Acquisition Sponsor LLC C/O 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10105 0 0 1 0 Class A Common Stock, par value $0.0001 per share 2020-11-17 4 P 0 500000 10.00 A 500000 I See Explanation of Responses Class A Common Stock, par value $0.0001 per share 2020-11-17 4 C 0 9465000 A 9965000 I See Explanation of Responses Class F Common Stock, par value $0.0001 per share 2020-11-17 4 J 0 890000 A Class A common stock, par value $0.0001 per share 890000 9465000 I See Explanation of Responses Class F Common Stock, par value $0.0001 per share 2020-11-17 4 C 0 9465000 D Class A common stock, par value $0.0001 per share 9465000 0 I See Explanation of Responses Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020. Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,. In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination. The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons"). Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. /s/ Alexander Gillette, Authorized Signatory, Principal Holdings I LP 2020-11-19 /s/ Alexander Gillette, Authorized Signatory, Fortress Acquisition Sponsor LLC 2020-11-19