0001193125-25-157310 Sample Contracts

MP MATERIALS CORP. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 10th, 2025 • MP Materials Corp. / DE • Metal mining

This Purchase Agreement (this “Agreement”) is made and entered into as of July 9, 2025 (the “Effective Date”), between MP Materials Corp., a Delaware corporation (the “Corporation”), and the United States Department of Defense (“DOD,” and together with the Corporation, the “Parties,” and each, a “Party”). Terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).

OFFTAKE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF DEFENSE and MP 10X DEVELOPMENT, LLC Dated as of July 9, 2025
Offtake Agreement • July 10th, 2025 • MP Materials Corp. / DE • Metal mining

This OFFTAKE AGREEMENT (the “Agreement”) is entered into effective as of July 9, 2025 (the “Effective Date”), by and between MP 10X Development, LLC, a Delaware limited liability company (“Project Company”), and The United States Department of Defense (“DOD”). DOD and Project Company are sometimes referred to herein together as the “Parties” and individually as a “Party.”

FORM OF REGISTRATION RIGHTS AGREEMENT by and between MP MATERIALS CORP. and THE UNITED STATES DEPARTMENT OF DEFENSE Dated as of July 11, 2025
Registration Rights Agreement • July 10th, 2025 • MP Materials Corp. / DE • Metal mining

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 11, 2025 by and between MP Materials Corp., a Delaware corporation (the “Corporation”), and the United States Department of Defense (the “Initial Investor,” and together with its successors and any Person that becomes a party hereto pursuant to, and in accordance with, Section 4.1, the “Investors” and each, an “Investor,” and together with the Corporation, the “Parties,” and each, a “Party”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.

PRICE PROTECTION AGREEMENT
Price Protection Agreement • July 10th, 2025 • MP Materials Corp. / DE • Metal mining

This PRICE PROTECTION AGREEMENT (the “Agreement”) is entered into effective as of July 9, 2025 (the “Effective Date”), by and between MP Materials Corp., a Delaware corporation (the “Company”), and The United States Department of Defense (“DOD”). DOD and the Company are sometimes referred to herein together as the “Parties” and individually as a “Party.”

TRANSACTION AGREEMENT by and between MP MATERIALS CORP. and THE UNITED STATES DEPARTMENT OF DEFENSE dated as of July 9, 2025
Transaction Agreement • July 10th, 2025 • MP Materials Corp. / DE • Metal mining

THIS TRANSACTION AGREEMENT (this “Agreement”), is entered into effective as of July 9, 2025 (the “Effective Date”) by and between MP Materials Corp., a Delaware corporation (the “Company”) and The United States Department of Defense (“DOD”). DOD and the Company are sometimes referred to herein together as the “Parties” and individually as a “Party.”