WARRANT EXCHANGE AGREEMENT
This Warrant Exchange Agreement (this Agreement) is entered into as of July 15, 2020, by and between Fortress Value Acquisition Corp., a Delaware corporation (the Company), and Fortress Acquisition Sponsor LLC (the Sponsor). The parties to this Agreement are referred to herein as the Parties or, each individually, as a Party. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
WHEREAS, substantially concurrently with the closing of the Companys initial public offering of the Companys Class A ordinary shares, par value $0.0001 per share (Class A Shares), the Company issued to the Sponsor, 5,933,333 private placement warrants for $1.50 per warrant, each of which is exercisable to purchase one Class A Share, at an exercise price of $11.50 per share (the Private Placement Warrants), pursuant to that certain Private Placement Warrants Purchase Agreement, effective as of April 29, 2020, between the Sponsor and the Company (the Private Placement Warrant Agreement);
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company shall enter into that certain Merger Agreement (the Merger Agreement), dated as of July 15, 2020, by and among the Company, FVAC Merger Corp. I, a Delaware corporation, FVAC Merger LLC II, a Delaware limited liability company, FVAC Merger LLC III, a Delaware limited liability company, FVAC Merger LLC IV a Delaware limited liability company, MP Mine Operations LLC (MPMO), a Delaware limited liability company and Secure Natural Resources LLC (SNR), a Delaware limited liability company, that, among other things, provides for a business combination transaction pursuant to which MPMO and SNR will, through a series of transactions, become indirect wholly-owned Subsidiaries of the Company; and
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Parties wish to enter into this Agreement, pursuant to which immediately prior to, and contingent upon, the Initial Effective Times (the Exchange Effective Time), the Sponsor will exchange all of the 5,933,333 Private Placement Warrants held by the Sponsor with the Company for newly issued shares of the Companys Class F stock, par value $0.0001 per share (Class F Shares), at an exchange ratio of one (1) Private Placement Warrant for 0.15 of a Class F Share, resulting in the exchange of 5,933,333 Private Placement Warrants into 890,000 Class F Shares (the Acquired Shares), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: