MP

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 9

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,440,732

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 8

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,301,657

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 7

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 7,948,718

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0001209191-22-045347 · doc4.xml · nonDerivative · entry 2

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 25,571,436

F1 · balance_after: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · balance_after: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-045347 · doc4.xml · nonDerivative · entry 1

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 8,603,411

F1 · balance_after: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · balance_after: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's Class A common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 6

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,442,579

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 5

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,302,031

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 4

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 7,950,997

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 3

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,463,099

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 2

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,306,183

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such Shares.

SEC source: 0001209191-22-045342 · doc4.xml · nonDerivative · entry 1

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 7,976,325

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 6

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,442,579

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 5

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,302,031

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 4

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 7,950,997

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 3

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,463,099

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 2

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,306,183

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-028301 · doc4.xml · nonDerivative · entry 1

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 7,976,325

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,605,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0001140361-22-029083 · form4.xml · nonDerivative · entry 2

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · 10% owner · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 25,571,436

F1 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-22-029083 · form4.xml · nonDerivative · entry 1

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · 10% owner · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 8,603,411

F1 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F2 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-040332 · doc4.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,307

F1 · shares: Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

SEC source: 0001209191-22-040336 · doc4.xml · nonDerivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,526

F1 · shares: Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

SEC source: 0001209191-22-040323 · doc4.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,817

F1 · shares: Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

SEC source: 0001209191-22-037689 · doc4.xml · nonDerivative · entry 1

WEISENBURGER RANDALL J · CIK 0001031609 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 146,901

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.21 to $33.25. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001209191-22-037447 · doc4.xml · derivative · entry 1

WEISENBURGER RANDALL J · CIK 0001031609 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-037435 · doc4.xml · derivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-037462 · doc4.xml · derivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-037459 · doc4.xml · derivative · entry 1

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-037456 · doc4.xml · derivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-037440 · doc4.xml · derivative · entry 1

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,849

Underlying: Class A Common Stock · 2,849 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2023; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 12

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,545,181

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 11

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,322,792

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 10

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,077,634

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 9

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,556,768

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 8

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,325,135

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 7

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,091,931

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 12

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,545,181

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 11

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,322,792

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 10

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,077,634

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 9

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,556,768

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 8

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,325,135

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 7

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,091,931

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 6

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,557,959

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 5

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,325,376

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 4

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,093,401

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 3

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 6,659,368

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 2

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,345,885

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F3 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

SEC source: 0001209191-22-035588 · doc4.xml · nonDerivative · entry 1

Gold Daniel Allen · CIK 0001832142 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,218,581

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F2 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 6

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 6,557,959

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 5

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,325,376

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

SEC source: 0000899243-22-021653 · doc4.xml · nonDerivative · entry 4

QVT Financial LP · CIK 0001290162 · Director · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 8,093,401

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 15,945,607 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E.