exv10w4







Exhibit 10.4




EXECUTION VERSION




CONTRIBUTION AGREEMENT




     THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of
April, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Molycorp,
LLC, a Delaware limited liability company (“Molycorp LLC”), Molycorp Minerals, LLC, a Delaware
limited liability company (“Molycorp Minerals”), Resource Capital Fund IV L.P., a Cayman Islands
limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Islands limited partnership
(“RCF V”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP II LLC”), PP IV
MP AIV 1, LLC, a Delaware limited liability company (“PP AIV 1”), PP IV MP AIV 2, LLC, a Delaware
limited liability company (“PP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company
(“PP AIV 3,” together with PP II LLC, PP AIV 1 and PP AIV 2, the “Pegasus Entities”), TNA Moly
Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited
liability company (“MP”), KMSMITH LLC, a Delaware limited liability company (“KMSMITH”), the
persons listed on Exhibit A hereto (each, individually, an “Incentive Shareholder,”
collectively, the “Incentive Shareholders” and, collectively with RCF IV, RCF V, the Pegasus
Entities, TNA, MP and KMSMITH, the “Shareholders”), RCF IV Speedwagon Inc., a Delaware corporation
(“RCF Holdings”), PP IV Mountain Pass II Inc., a Delaware corporation (“PP II Inc.”), and PP IV
Mountain Pass Inc., a Delaware corporation and wholly owned subsidiary of PP II Inc. (“PP Inc.,”
and together with PP II Inc., the “PP Group”).



RECITALS




     WHEREAS, each of the Shareholders other than RCF IV, RCF V and PP II LLC (collectively, the
“Direct Shareholders”) is an owner of such number and type of issued and outstanding equity
interests of Molycorp LLC or Molycorp Minerals as set forth opposite the name of such Direct
Shareholder on Exhibit A hereto;



     WHEREAS, each of RCF IV, RCF V and PP II LLC (collectively, the “Indirect Shareholders”),
through RCF Holdings (in the case of RCF IV and RCF V) and the PP Group (in the case of PP II LLC),
is an owner of such number and type of issued and outstanding equity interests of Molycorp LLC as
set forth opposite the name of such Indirect Shareholder on Exhibit A hereto;



     WHEREAS, RCF IV and RCF V together own all the outstanding shares of RCF Holdings, and PP II
LLC wholly owns, directly or indirectly, the PP Group;



     WHEREAS, the board of directors of Molycorp LLC caused the incorporation of the Corporation on
March 4, 2010 so that the Corporation will become, pursuant to the transactions contemplated by
this Agreement, the direct parent of Molycorp LLC and indirect parent of Molycorp Minerals (the
“Corporate Reorganization”); and



     WHEREAS, in order to effectuate the Corporate Reorganization, each of the parties hereto
desires that each of PP AIV 1, PP AIV 2, PP AIV 3, TNA, MP and KMSMITH shall contribute, transfer,
assign and deliver to the Corporation, and the Corporation shall accept, assume and receive from
such Direct Shareholder, as a contribution to the Corporation’s capital, all right, title and
interest in and to the shares of interest in the ownership and profits and losses



 









 





of, and the right to receive distributions from, Molycorp LLC (the “Member Shares”), in each
case set forth opposite such Direct Shareholder’s respective name on Exhibit A hereto, in
exchange for the issuance by the Corporation to such Direct Shareholder of the number of shares of
Class A common stock, par value $0.01 per share, of the Corporation (“Class A Common Stock”) set
forth opposite such Direct Shareholder’s name on Exhibit A hereto.




     WHEREAS, in order to effectuate the Corporate Reorganization, each of the parties hereto
desires that each of the Incentive Shareholders shall contribute, transfer, assign and deliver to
the Corporation, and the Corporation shall accept, assume and receive from such Incentive
Shareholder, as a contribution to the Corporation’s capital, all right, title and interest in and
to the profits interests in Molycorp Minerals issued pursuant to Section 6.2 of the Second Amended
and Restated Operating Agreement of Molycorp Minerals LLC, dated as of September 10, 2009 (the
“Molycorp Minerals Operating Agreement”) (the “Incentive Shares,” and collectively with the Member
Shares, the “Direct Contributed Shares”), as applicable, in each case set forth opposite such
Incentive Shareholder’s respective name on Exhibit A hereto, in exchange for the issuance
by the Corporation to such Incentive Shareholder of the number of shares of Class B common stock,
par value $0.01 per share, of the Corporation (“Class B Common Stock”) set forth opposite such
Incentive Shareholder’s name on Exhibit A hereto.



     WHEREAS, in order to effectuate the Corporate Reorganization, each of the parties hereto
desires that RCF IV and RCF V shall contribute, transfer, assign and deliver to the Corporation,
and the Corporation shall accept, assume and receive from RCF IV and RCF V, as contributions to the
Corporation’s capital, all right, title and interest in and to all of the issued and outstanding
equity interests of RCF Holdings (the “RCF Contributed Shares”), in exchange for the issuance by
the Corporation to RCF IV and RCF V of the number of shares of Class A Common Stock set forth
opposite the names of RCF IV and RCF V, respectively, on Exhibit A hereto.



     WHEREAS, in order to effectuate the Corporate Reorganization, each of the parties hereto
desires that PP II LLC shall contribute, transfer, assign and deliver to the Corporation, and the
Corporation shall accept, assume and receive from PP II LLC, as a contribution to the Corporation’s
capital, all right, title and interest in and to all of the issued and outstanding equity interests
of PP II Inc. (the “PP Contributed Shares,” and collectively with the RCF Contributed Shares, the
“Indirect Contributed Shares,” and collectively with the Direct Contributed Shares, the
“Contributed Shares”), in exchange for the issuance by the Corporation to PP II LLC of the number
of shares of Class A Common Stock set forth opposite PP II LLC’s name on Exhibit A hereto.



     NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and
conditions herein contained, and other good and valuable consideration, had and received, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE 1 CONTRIBUTION




     1.1 Contribution by the Direct Shareholders. Effective as of the Closing Date, each
Direct Shareholder hereby contributes, transfers, assigns and delivers to the Corporation, and the



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Corporation hereby accepts, acquires, assumes and receives from such Direct Shareholder, as
contribution to the Corporation’s capital, all right, title and interest in the Direct Contributed
Shares set forth opposite such Direct Shareholder’s respective name on Exhibit A hereto, in
exchange for the issuance by the Corporation to such Direct Shareholder of the number of shares of
Class A Common Stock or Class B Common Stock, as applicable, set forth opposite such Direct
Shareholder’s name on Exhibit A hereto.




     1.2 Contribution by Indirect Shareholders. Effective as of the Closing Date, each
Indirect Shareholder hereby contributes, transfers, assigns and delivers to the Corporation, and
the Corporation hereby accepts, acquires, assumes and receives from such Indirect Shareholder, as
contribution to the Corporation’s capital, all right, title and interest in the Indirect
Contributed Shares, in exchange for the issuance by the Corporation to such Indirect Shareholder of
the number of shares of Class A Common Stock set forth opposite such Indirect Shareholder’s name on
Exhibit A hereto.



ARTICLE 2 CLOSING




     2.1 Closing. The closing of the transactions contemplated by Article 1 (the
“Closing”) shall take place at the offices of Jones Day, North Point, 901 Lakeside Avenue,
Cleveland, OH 44114 concurrently with the execution of this Agreement (the “Closing Date”). At the
Closing, all of the following shall be effected:



          (a) Each Shareholder shall execute and deliver such additional transfer documentation, if any,
as is necessary to effectuate the transfer of all of such Shareholder’s Contributed Shares to the
Corporation in a form reasonably satisfactory to the Corporation.




          (b) Each Incentive Shareholder will enter into a restricted stock agreement with the
Corporation, the form of which is attached hereto as Exhibit C (each, a “Restricted Stock
Agreement”).




          (c) The Corporation shall deliver, or cause to be delivered, certificates representing, the
number of shares of Class A Common Stock or Class B Common Stock, as applicable, issued to such
Shareholder pursuant to Article 1.




          (d) RCF IV and RCF V shall deliver the following:




               (i) a certified copy of (A) RCF Holdings’ certificate of incorporation from the Secretary of
State of the State of Delaware and (B) a long-form good standing certificate for RCF Holdings from
the Secretary of State of the State of Delaware dated as of a recent date indicating that RCF
Holdings is in good standing under the laws of the State of Delaware;



               (ii) certified copies of resolutions duly adopted by RCF IV’s and RCF V’s board of directors
authorizing the execution, delivery and performance of this Agreement and the other agreements
contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;



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               (iii) the original corporate record books and stock record books of RCF Holdings;



               (iv) written resignations of each director and officer of RCF Holdings; and



               (v) copies of all federal, state income and local tax returns relating to RCF Holdings with
respect to any tax period that began on or before the Closing Date.



          (e) PP II LLC shall deliver the following:




               (i) a certified copy of (A) each of PP II Inc.’s and PP Inc.’s certificate of incorporation
from the Secretary of State of the State of Delaware and (B) a long-form good standing certificate
for each of PP II Inc. and PP Inc. from the Secretary of State of the State of Delaware dated as of
a recent date indicating that PP II Inc. and PP Inc., respectively, are in good standing under the
laws of the State of Delaware;



               (ii) certified copies of resolutions duly adopted by PP II LLC’s board of directors
authorizing the execution, delivery and performance of this Agreement and the other agreements
contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;



               (iii) the original corporate record books and stock record books of PP II Inc. and PP Inc., to
the extent in existence;



               (iv) written resignations of each director and officer of PP II Inc. and PP Inc.; and



               (v) copies of all federal, state income and local tax returns relating to PP II Inc. and PP
Inc. with respect to any tax period that began on or before the Closing Date.



ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

CORPORATION, MOLYCORP LLC AND MOLYCORP MINERALS




     The Corporation, Molycorp LLC and Molycorp Minerals hereby represent and warrant to the
Shareholders as follows:



     3.1 Existence and Good Standing. The Corporation is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware. Each of Molycorp
LLC and Molycorp Minerals is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware.



     3.2 Due Authorization. The execution, delivery and performance of this Agreement by
the Corporation, Molycorp LLC and Molycorp Minerals has been duly authorized by each of the
Corporation, Molycorp LLC and Molycorp Minerals.



     3.3 Validity and Enforceability. This Agreement has been duly executed and delivered
by each of the Corporation, Molycorp LLC and Molycorp Minerals and represents the



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legal, valid and binding obligation of each of the Corporation, Molycorp LLC and Molycorp
Minerals, enforceable against each of the Corporation, Molycorp LLC and Molycorp Minerals in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity
affecting creditors’ rights and remedies generally.




     3.4 No Conflict. Neither the execution of this Agreement nor the performance by the
Corporation of its obligations hereunder will violate or conflict with the Certificate of
Incorporation or Bylaws of the Corporation, the Operating Agreement of Molycorp LLC, dated as of
September 10, 2009 (the “Molycorp LLC Operating Agreement”), the Molycorp Minerals Operating
Agreement, or any material agreement, material instrument, law or order applicable to the
Corporation, Molycorp LLC or Molycorp Minerals.



     3.5 Consents. No consent, approval or authorization of, or notice to, any person or
governmental authority is required in connection with the execution and delivery by the
Corporation, Molycorp LLC or Molycorp Minerals of this Agreement or the consummation of the
transactions contemplated by this Agreement.



     3.6 Capitalization. Other than as contemplated under the terms of the Stockholders
Agreement, dated as of the Closing Date, by and among the Corporation and certain of the
Shareholders (the “Stockholders Agreement”), the Restricted Stock Agreements and the Class B Common
Stock, as of the Closing Date, there are not outstanding any equity interests of the Corporation or
any options, warrants, rights, calls, subscriptions, claims of any character, agreements,
obligations, exchange rights, pre-emptive rights, stock appreciation rights, profit participation
rights, convertible or exchangeable securities or other commitments, contingent or otherwise, of
any kind obligating the Corporation to issue, directly or indirectly, any securities, rights or
interests of the Corporation or any other right or interest pursuant to which any person may be
entitled to purchase any security of the Corporation. As of the Closing Date, the authorized
capital stock of the Corporation consists of 8,200,000 shares of capital stock, consisting of
5,000,000 shares of Common Stock, 3,000,000 shares of Class A Common Stock and 200,000 shares of
Class B Common Stock. Immediately after the Closing and giving effect to the transactions
contemplated by this Agreement, no shares of Common Stock, 1,261,149.24 shares of Class A Common
Stock and 78,788.33 shares of Class B Common Stock will be issued and outstanding. All of the
shares of Class A Common Stock and Class B Common Stock issued to the Shareholders pursuant hereto
have been duly authorized and validly issued, and following the consummation of the transactions
contemplated by this Agreement, will be fully paid and non-assessable, in each case, free and clear
of all liens. Other than the Stockholders Agreement and the Restricted Stock Agreements, there are
no agreements with respect to the voting or transfer of any securities of the Corporation, and the
Corporation is not obligated to redeem or otherwise acquire any of its outstanding securities.



     3.7 Covenant. The Corporation shall not liquidate RCF Holdings, PP II Inc. or PP Inc.
prior to the two-year anniversary of the Closing Date.



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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE DIRECT

SHAREHOLDERS




     Each Direct Shareholder hereby, severally and not jointly, represents and warrants to the
Corporation, Molycorp LLC and Molycorp Minerals as to itself only as follows:



     4.1 Due Authorization. The execution, delivery and performance of this Agreement by
such Direct Shareholder has been duly authorized by such Direct Shareholder.



     4.2 Validity and Enforceability. This Agreement has been duly executed and delivered
by such Direct Shareholder and represents the legal, valid and binding obligation of such Direct
Shareholder, enforceable against such Direct Shareholder in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance
and other similar laws and principles of equity affecting creditors’ rights and remedies generally.



     4.3 Title to the Direct Contributed Shares. Such Direct Shareholder is the sole legal
and beneficial owner of its or his/her Direct Contributed Shares, free and clear of all liens other
than any liens arising under the Molycorp LLC Operating Agreement or under applicable securities
laws. Such Direct Shareholder is not a party to any contract or arrangement restricting the
transfer or otherwise relating to or affecting any of its Direct Contributed Shares, and there are
no voting agreements, proxies or other agreements or understandings with respect to the voting or
transfer of its Direct Contributed Shares, other than (a) in the case of PP AIV 1, PP AIV 2, PP AIV
3, TNA, MP and KMSMITH, the Molycorp LLC Operating Agreement and (b) in the case of the Incentive
Shareholders, the Molycorp Minerals Operating Agreement. Upon the consummation of the transactions
contemplated by this Agreement, the Corporation will acquire good and valid title to such Direct
Contributed Shares, free and clear of all liens other than any liens arising under the Molycorp LLC
Operating Agreement or under applicable securities laws. Such Direct Shareholder does not own any
equity interest in Molycorp LLC or Molycorp Minerals other than its Direct Contributed Shares.



     4.4 No Conflict. Neither the execution of this Agreement nor the performance by such
Direct Shareholder of its or his/her obligations under this Agreement will (a) violate or conflict
with (i) any organizational documents of such Direct Shareholder or (ii) any law or order or (b)
result in a breach or violation of any of the terms or provisions of, or constitute a default
under, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Direct Shareholder is a party or by which such Direct Shareholder is bound
other than the Molycorp LLC Operating Agreement.



     4.5 Consents. No consent, approval or authorization of, or notice to, any person or
governmental authority is required in connection with the execution and delivery by such Direct
Shareholder of this Agreement or the consummation of the transactions contemplated by this
Agreement, other than those that have been obtained.



     4.6 Investment and Representations.



          (a) The shares of Class A Common Stock or Class B Common Stock, as applicable, acquired by
such Direct Shareholder on the date hereof are being acquired for






6









 







investment only and not with a view of any distribution thereof that would violate the
Securities Act of 1933, as amended (the “Securities Act”).




          (b) Such Direct Shareholder understands that the shares of Class A Common Stock or Class B
Common Stock, as applicable, have not been registered under the Securities Act or the securities
laws of any state and that U.S. securities laws currently generally prohibit re-sale of such shares
of Class A Common Stock or Class B Common Stock, as applicable, unless subsequently registered
under the Securities Act and any applicable state securities laws or unless an exemption from
registration becomes or is available.




          (c) Such Direct Shareholder (i) is financially able to hold the shares of Class A Common Stock
or Class B Common Stock, as applicable, for long-term investment, (ii) understands that the nature
and amount of Class A Common Stock or Class B Common Stock, as applicable, received from the
Corporation is consistent with such Direct Shareholder’s overall investment program and financial
position and (iii) recognizes that there are substantial risks involved in the receipt of the
shares of Class A Common Stock or Class B Common Stock, as applicable.




          (d) Such Direct Shareholder confirms that such Direct Shareholder (i) is familiar with the
Corporation, (ii) has been given the opportunity to ask questions of the officers and directors of
the Corporation and to obtain (and has received to such person’s satisfaction) such information
about the business and financial condition of the Corporation as such person has reasonably
requested and (iii) has such knowledge and experience in financial and business matters that such
person is capable of evaluating the merits and risks of the prospective investment in the Class A
Common Stock or Class B Common Stock, as applicable. Nothing in this subsection (d) shall affect
the ability of such Direct Shareholder to rely on the representations and warranties of the
Corporation contained herein.




          (e) In formulating a decision to enter into this Agreement, (i) such Direct Shareholder has
relied solely upon an independent investigation of the Corporation and upon consultations with such
Direct Shareholder’s legal and financial advisors with respect to this Agreement and the nature of
this investment and (ii) no reliance was placed by such Direct Shareholder upon any representations
or warranties other than those of the Corporation contained herein.




     4.7 Accredited Investor Determination. Such Direct Shareholder confirms (a) the
execution by such Direct Shareholder of an accredited investor determination form in the form of
Exhibit B hereto and (b) that such executed accredited investor determination form sets
forth a true, correct and complete statement of the accredited investor status of such Direct
Shareholder.



     4.8 Transfer of Member Shares. Such Direct Shareholder, other than the Incentive
Shareholders, agrees that Article VI of the Molycorp LLC Operating Agreement shall not apply to the
transfer of Member Shares made pursuant to this Agreement.



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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE INDIRECT

SHAREHOLDERS




     Each Indirect Shareholder hereby, severally and not jointly, represents and warrants to the
Corporation, Molycorp LLC and Molycorp Minerals as to itself only as follows:



     5.1 Due Authorization. The execution, delivery and performance of this Agreement by
such Indirect Shareholder has been duly authorized by such Indirect Shareholder.



     5.2 Validity and Enforceability. This Agreement has been duly executed and delivered
by such Indirect Shareholder and represents the legal, valid and binding obligation of such
Indirect Shareholder, enforceable against such Indirect Shareholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies
generally.



     5.3 Title to the Indirect Contributed Shares. Such Indirect Shareholder is the sole
legal and beneficial owner of its Indirect Contributed Shares, free and clear of all liens other
than any liens arising under the Molycorp LLC Operating Agreement or under applicable securities
laws. Such Indirect Shareholder is not a party to any contract or arrangement restricting the
transfer or otherwise relating to or affecting any of its Indirect Contributed Shares, and there
are no voting agreements, proxies or other agreements or understandings with respect to the voting
or transfer of its Direct Contributed Shares, other than the Molycorp LLC Operating Agreement.
Upon the consummation of the transactions contemplated by this Agreement, the Corporation will
acquire good and valid title to such Indirect Contributed Shares, free and clear of all liens other
than any liens arising under the Molycorp LLC Operating Agreement or under applicable securities
laws. Such Indirect Shareholder does not own any equity interest in Molycorp LLC or Molycorp
Minerals other than indirectly through its Indirect Contributed Shares.



     5.4 No Conflict. Neither the execution of this Agreement nor the performance by such
Indirect Shareholder of its obligations under this Agreement will (a) violate or conflict with (i)
any organizational documents of such Indirect Shareholder or (ii) any law or order or (b) result in
a breach or violation of any of the terms or provisions of, or constitute a default under, any
contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which such Indirect Shareholder is a party or by which such Indirect Shareholder is bound other
than the Molycorp LLC Operating Agreement.



     5.5 Consents. No consent, approval or authorization of, or notice to, any person or
governmental authority is required in connection with the execution and delivery by such Indirect
Shareholder of this Agreement or the consummation of the transactions contemplated by this
Agreement, other than those that have been obtained.



     5.6 Investment and Representations.



          (a) The shares of Class A Common Stock acquired by such Indirect Shareholder on the date
hereof are being acquired for investment only and not with a view of any distribution thereof that
would violate the Securities Act.







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          (b) Such Indirect Shareholder understands that the shares of Class A Common Stock have not
been registered under the Securities Act or the securities laws of any state and that U.S.
securities laws currently generally prohibit re-sale of such shares of Class A Common Stock unless
subsequently registered under the Securities Act and any applicable state securities laws or unless
an exemption from registration becomes or is available.




          (c) Such Indirect Shareholder (i) is financially able to hold the shares of Class A Common
Stock for long-term investment, (ii) understands that the nature and amount of Class A Common Stock
being purchased is consistent with such Indirect Shareholder’s overall investment program and
financial position and (iii) recognizes that there are substantial risks involved in the purchase
of the shares of Class A Common Stock.




          (d) Such Indirect Shareholder confirms that such Indirect Shareholder (i) is familiar with the
Corporation, (ii) has been given the opportunity to ask questions of the officers and directors of
the Corporation and to obtain (and has received to such person’s satisfaction) such information
about the business and financial condition of the Corporation as such person has reasonably
requested and (iii) has such knowledge and experience in financial and business matters that such
person is capable of evaluating the merits and risks of the prospective investment in the Class A
Common Stock. Nothing in this subsection (d) shall affect the ability of such Indirect Shareholder
to rely on the representations and warranties of the Corporation contained herein.




          (e) In formulating a decision to enter into this Agreement, (i) such Indirect Shareholder has
relied solely upon an independent investigation of the Corporation and upon consultations with such
Indirect Shareholder’s legal and financial advisors with respect to this Agreement and the nature
of this investment and (ii) no reliance was placed by such Indirect Shareholder upon any
representations or warranties other than those of the Corporation contained herein.




     5.7 Accredited Investor Determination. Such Indirect Shareholder confirms (a) the
execution by such Indirect Shareholder of an accredited investor determination form in the form of
Exhibit B hereto and (b) that such executed accredited investor determination form sets
forth a true, correct and complete statement of the accredited investor status of such Indirect
Shareholder.



ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF RCF HOLDINGS




     RCF Holdings hereby represents and warrants to the Corporation, Molycorp LLC and Molycorp
Minerals as follows:



     6.1 Existence and Good Standing. RCF Holdings is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.



     6.2 Due Authorization. The execution, delivery and performance of this Agreement by
RCF Holdings has been duly authorized by RCF Holdings.



     6.3 Validity and Enforceability. RCF Holdings has the requisite power and authority
to execute, deliver and perform its obligations under this Agreement. This Agreement has been



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duly executed and delivered by RCF Holdings and represents the legal, valid and binding
obligation of RCF Holdings, enforceable against RCF Holdings in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies
generally.




     6.4 Title to the Member Shares. RCF Holdings is the sole legal and beneficial owner
of the Member Shares set forth opposite the name of RCF on Exhibit A hereto, free and clear
of all liens other than any liens arising under the Molycorp LLC Operating Agreement or under
applicable securities laws. RCF Holdings is not a party to any contract or arrangement restricting
the transfer or otherwise relating to or affecting any of its Member Shares, and there are no
voting agreements, proxies or other agreements or understandings with respect to the voting or
transfer of its Direct Contributed Shares, other than the Molycorp LLC Operating Agreement. RCF
Holdings does not own any equity interest in Molycorp LLC or Molycorp Minerals other than its
Member Shares.



     6.5 Assets and Liabilities of RCF Holdings. As of the Closing Date, RCF Holdings has
no assets or Liabilities other than its limited liability company interest in Molycorp LLC. For
the purposes of this Agreement, “Liabilities” means any direct or indirect liability, debt,
obligation, commitment, guaranty, claim, loss, deficiency, fine, cost or expense of any kind
(whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due and whether
or not required to be reflected or reserved against on the financial statements of the obligor
under GAAP), including any liability for taxes.



     6.6 Contracts. Other than the Molycorp LLC Operating Agreement and except as set
forth on Schedule 6.6, RCF Holdings is not a party to or bound by any contract, agreement,
guarantee or obligation.



     6.7 No Conflict. Neither the execution of this Agreement nor the performance by RCF
Holdings of its obligations under this Agreement will (a) violate or conflict with (i) any of its
organizational documents or (ii) any law or order or (b) result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which RCF Holdings is a party or by
which RCF Holdings is bound.



     6.8 Consents. No consent, approval or authorization of, or notice to, any person or
governmental authority is required in connection with the execution and delivery by RCF Holdings of
this Agreement or the consummation of the transactions contemplated by this Agreement, other than
those that have been obtained.



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     6.9 Capitalization. As of the Closing Date, there are 778,402 outstanding common
shares of RCF Holdings, and there are no options, warrants, rights, calls, subscriptions, claims of
any character, agreements, obligations, convertible or exchangeable securities or other
commitments, contingent or otherwise, of any kind obligating RCF Holdings to issue, directly or
indirectly, any additional equity interests of RCF Holdings.



     6.10 Litigation. There are no actions pending or, to the knowledge of RCF Holdings,
threatened before any governmental agency or brought by or against RCF Holdings, or any of the
officers, directors, employees, agents or affiliates involving, affecting or relating to any
material assets, properties or operations of RCF Holdings or, the transactions contemplated by this
Agreement, which could materially and adversely affect the ability of RCF Holdings to effect the
consummation of the transactions contemplated hereby.



     6.11 Transfer of Member Shares. RCF Holdings agrees that Article VI of the Molycorp
LLC Operating Agreement shall not apply to the transfer of Member Shares made pursuant to this
Agreement.



ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PP II INC. AND PP INC.




     Each of PP II Inc. and PP Inc. hereby represents and warrants to the Corporation, Molycorp LLC
and Molycorp Minerals as follows:



     7.1 Existence and Good Standing. Each of PP II Inc. and PP Inc. is a corporation duly
formed, validly existing and in good standing under the laws of Delaware.



     7.2 Due Authorization. The execution, delivery and performance of this Agreement by
PP II Inc. and PP Inc. has been duly authorized by PP II Inc. and PP Inc., respectively.



     7.3 Validity and Enforceability. Each of PP II Inc. and PP Inc. has the requisite
power and authority to execute, deliver and perform its obligations under this Agreement. This
Agreement has been duly executed and delivered by PP II Inc. and PP Inc. and represents the legal,
valid and binding obligation of PP II Inc. and PP Inc., enforceable against PP II Inc. and PP Inc.
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity
affecting creditors’ rights and remedies generally.



     7.4 Title to the Member Shares. PP Inc. is the sole legal and beneficial owner of the
Member Shares set forth opposite the name of PP II LLC on Exhibit A hereto, free and clear
of all liens. PP Inc. is not a party to any contract or arrangement restricting the transfer or
otherwise relating to or affecting any of its Member Shares, and there are no voting agreements,
proxies or other agreements or understandings with respect to the voting or transfer of its Direct
Contributed Shares, other than the Molycorp LLC Operating Agreement. Neither PP II Inc. nor PP
Inc. owns any equity interest in Molycorp LLC or Molycorp Minerals other than its Member Shares.



     7.5 Assets and Liabilities of PP Group. As of the Closing Date, neither PP II Inc.
nor PP Inc. has any assets or Liabilities other than, with respect to PP Inc., its limited
liability company interest in Molycorp LLC, and with respect to PP II Inc., its shares of PP Inc.



11









 





     7.6 Contracts. Other than the Molycorp Operating Agreement, neither PP II Inc. nor PP
Inc. is a party to or bound by any contract, agreement, guarantee or obligation.



     7.7 No Conflict. Neither the execution of this Agreement nor the performance by each
of PP II Inc. and PP Inc. of its obligations under this Agreement will (a) violate or conflict with
(i) any of its organizational documents or (ii) any law or order or (b) result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any contract,
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either
PP II Inc. or PP Inc. is a party or by which either PP II Inc. or PP Inc. is bound.



     7.8 Consents. No consent, approval or authorization of, or notice to, any person or
governmental authority is required in connection with the execution and delivery by PP II Inc. and
PP Inc. of this Agreement or the consummation of the transactions contemplated by this Agreement.



     7.9 Capitalization. As of the Closing Date, there are 198 outstanding Class A shares
and 2 outstanding Class B shares of PP II Inc. and 100 outstanding shares of PP Inc. There are no
options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations,
convertible or exchangeable securities or other commitments, contingent or otherwise, of any kind
obligating either PP II Inc. or PP Inc. to issue, directly or indirectly, any additional equity
interests of either PP II Inc. or PP Inc.



     7.10 Litigation. There are no actions pending or, to the knowledge of either PP II
Inc. or PP Inc., threatened, before any governmental agency or brought by or against PP II Inc. or
PP Inc., or any of the officers, directors, employees, agents or affiliates involving, affecting or
relating to any material assets, properties or operations of PP II Inc. or PP Inc., or, the
transactions contemplated by this Agreement, which could materially and adversely affect the
ability of either PP II Inc. or PP Inc. to effect the consummation of the transactions contemplated
hereby.



     7.11 Transfer of Member Shares. PP Inc. agre that Article VI of the Molycorp LLC
Operating Agreement shall not apply to the transfer of Member Shares made pursuant to this
Agreement.



ARTICLE 8 INDEMNIFICATION




     8.1 Indemnification of Corporation, Molycorp LLC and Molycorp Minerals by RCF IV and RCF
V. From and after the Closing Date, RCF IV and RCF V shall, severally on a pro rata basis
based upon their respective investments in RCF Holdings as of the date hereof, and not jointly,
indemnify, defend and hold harmless the Corporation, Molycorp LLC and Molycorp Minerals, and each
of their respective officers, directors, shareholders, partners, members, attorneys, accountants,
agents, representatives and employees and their heirs, successors and permitted assigns
(collectively, the “Molycorp Indemnified Parties”) from and against any and all direct losses,
amounts paid in settlement, claims, damages, Liabilities, fines, deficiencies, obligations,
judgments, settlements and reasonable out-of-pocket costs (including costs of investigation,
enforcement, settlement or defense), expenses and attorneys’ fees, including any interest and
penalties payable on any of the foregoing, incurred or suffered by any Molycorp



12









 




Indemnified Party, in each case to the extent based upon or arising out of or otherwise in
respect of (i) any breach of, misrepresentation of or inaccuracy in any representation or warranty
made by or on behalf of RCF Holdings in this Agreement (including any Exhibit attached hereto or
document or other certificate issued or delivered in connection herewith) and (ii) any Liabilities
of RCF Holdings arising out of its activities prior to the Closing Date.




     8.2 Indemnification of Corporation, Molycorp LLC and Molycorp Minerals by PP II LLC.
From and after the Closing Date, PP II LLC shall indemnify, defend and hold harmless the Molycorp
Indemnified Parties from and against any and all direct losses, amounts paid in settlement, claims,
damages, Liabilities, fines, deficiencies, obligations, judgments, settlements and reasonable
out-of-pocket costs (including costs of investigation, enforcement, settlement or defense),
expenses and attorneys’ fees, including any interest and penalties payable on any of the foregoing,
incurred or suffered by any Molycorp Indemnified Party, in each case to the extent based upon or
arising out of or otherwise in respect of (i) any breach of, misrepresentation of or inaccuracy in
any representation or warranty made by or on behalf of either PP II Inc. or PP Inc. in this
Agreement (including any Exhibit attached hereto or document or other certificate issued or
delivered in connection herewith) and (ii) any Liabilities of either PP II Inc. or PP Inc. arising
out of its activities prior to the Closing Date.



     8.3 Indemnification of Corporation, Molycorp LLC and Molycorp Minerals by Direct
Shareholders. From and after the Closing Date, each Direct Shareholder shall indemnify, defend
and hold harmless the Molycorp Indemnified Parties from and against any and all direct losses,
amounts paid in settlement, claims, damages, Liabilities, fines, deficiencies, obligations,
judgments, settlements and reasonable out-of-pocket costs (including costs of investigation,
enforcement, settlement or defense), expenses and attorneys’ fees, including any interest and
penalties payable on any of the foregoing, incurred or suffered by any Molycorp Indemnified Party,
in each case to the extent based upon or arising out of or otherwise in respect of any breach of,
misrepresentation of or inaccuracy in any representation or warranty made by or on behalf of such
Direct Shareholder in this Agreement (including any Exhibit attached hereto or document or other
certificate issued or delivered in connection herewith).



ARTICLE 9 MISCELLANEOUS




     9.1 Section 351. The parties hereto agree to report the transfer to the Corporation
of the Contributed Shares by the Direct Shareholders, together with the transfer hereto of the RCF
Contributed Shares by RCF IV and RCF V and the transfer hereto of the PP Contributed Shares by PP
II LLC, all pursuant to this Agreement (collectively, the “Exchange”) as meeting the requirements
under section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties
hereto shall file their tax returns consistent with such treatment unless otherwise required by
law. Each of the Direct Shareholders and the Indirect Shareholders represents and warrants that it
has, and at the Effective Time will have, no binding obligation, or fixed or definite plan or
intention, to dispose, for U.S. federal income tax purposes, of any Class A Common Stock or Class B
Common Stock received in the Exchange.



     9.2 Amendment and Modification. This Agreement may be amended or modified, provided
that such amendment, modification or waiver is set forth in writing and executed by the



13









 




Corporation and the Shareholders who are affected in any way by the amendment or modification.




     9.3 Entire Agreement. This Agreement and all of the provisions hereof will be binding
upon and inure to the benefit of the parties to this Agreement and, except as provided in this
Agreement, their respective successors and assigns. Except as otherwise expressly set forth in
this Agreement and the other agreements referred to herein, this Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof and supersedes and
preempts all prior discussions, agreements, understandings and representations, oral or written, by
or among the parties to this Agreement relating to the subject matter of this Agreement.



     9.4 Successors and Assigns. The rights and obligations of the parties under this
Agreement may not be assigned without the prior written consent of the other parties. All
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
will bind and inure to the benefit of the respective successors and assigns of the parties hereto.



     9.5 Governing Law. The validity, performance, construction and effect of this
Agreement will be governed by and construed in accordance with the internal law of the State of
Delaware, without giving effect to principles of conflicts of law and all parties, including their
successors and assigns, consent to the jurisdiction of the state and federal courts of the State of
Delaware.



     9.6 Headings and Counterparts. The headings in this Agreement are for convenience of
reference only and do not constitute a part of this Agreement, nor will they affect the meaning,
construction or effect of this Agreement. This Agreement may be executed in two or more
counterparts and by the parties in separate counterparts, each of which when so executed will be
deemed to be an original, and all of which taken together will constitute one and the same
instrument. Faxed signatures will be valid as originals.



     9.7 Notices. All notices and other communications required or permitted hereunder
must be in writing and will be deemed to have been duly given when delivered in person or five
business days after being sent by registered or certified mail, return receipt requested, postage
prepaid or when dispatched by electronic facsimile transfer (if confirmed in writing by mail
simultaneously dispatched) or one business day after having been dispatched by a nationally
recognized overnight courier service, to the appropriate party at the address or facsimile number
specified below:




	 	(a)	 	If to the Corporation, Molycorp, LLC or Molycorp Minerals:
	 
	 	 	 	5619 Denver Tech Center Parkway

Suite 1000

Greenwood Village, Colorado 80111

Attention: General Counsel

Facsimile No.: (303) 843-8082




14









 







	 	 	 	with copies to:
	 
	 	 	 	Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: Christopher M. Kelly

                 Michael J. Solecki

Facsímile No.: (216) 579-0212





          (b) If to any of the Shareholders, at the addresses shown below their names on Exhibit
A hereto.




          (c) If to RCF Holdings, at the address shown below the name of RCF IV on Exhibit A
hereto.




          (b) If to PP II Inc. or PP Inc., at the address shown below the name of PP II LLC on
Exhibit A hereto.




     Any party to this Agreement may change its address or facsimile number for the purposes of
this Section 9.7 by giving notice as provided herein.



     9.8 Severability. If any provision of this Agreement or the application of any
provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court or other
judicial or administrative body of competent jurisdiction, the remainder of this Agreement will
remain in full force and effect.



     9.9 Third Party Beneficiaries. Nothing in this Agreement is intended or will be
construed to confer on any person other than the parties or their successors and assigns any rights
or benefits under this Agreement.



     9.10 Further Assurances. As and when requested by the Corporation, each Shareholder
shall, without further consideration, execute and deliver all such instruments of conveyance and
transfer and shall take such further actions as are reasonably necessary to confirm the transfer of
the Contributed Shares to the Corporation. As and when requested by any Shareholder, the
Corporation shall, without further consideration, execute and deliver all such instruments of
conveyance and transfer and shall take all such further actions as are reasonably necessary to
confirm the issuance of the shares of Class A Common Stock or Class B Common Stock of the
Corporation to such Shareholder.



     9.11 Affidavit. Each Direct Shareholder and Indirect Shareholder shall deliver to the
Corporation prior to Closing either (1) a non-foreign affidavit dated as of the Closing Date, sworn
under penalty of perjury and in form and substance required under the Treasury Regulations issued
pursuant to Section 1445 of the Code, stating that such Shareholder is not a “foreign person” as
defined in Section 1445 of the Code, or (2) a notice of non-recognition, sworn under penalty of
perjury and in form and substance required under the Treasury



15









 




Regulations issued pursuant to Section 1445 of the Code, stating that such Shareholder is not
required to recognize any gain or loss with respect to the contribution described in Article 1.




     9.12 Nature of Obligations. Each party hereto acknowledges and agrees that each
Shareholder is a party to this Agreement on a several basis, for itself and its own account, and no
Shareholder shall have, or shall be deemed to have, any joint, or joint and several, liability or
obligation with any other Shareholder.



16









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 
	 	MOLYCORP, INC.

 	 
	 	By:  	/s/ Mark A. Smith
 	 
	 	 	Name:  	Mark A. Smith 	 
	 	 	Title:  	Chief Executive Officer
and President 	 
	 
	 	MOLYCORP, LLC

 	 
	 	By:  	/s/ Mark A. Smith
 	 
	 	 	Name:  	Mark A. Smith 	 
	 	 	Title:  	Chief Executive Officer
and President 	 
	 
	 	MOLYCORP MINERALS, LLC

 	 
	 	By:  	/s/ Mark A. Smith
 	 
	 	 	Name:  	Mark A. Smith 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signature Page to Contribution Agreement]




 









 








	 	 	 	 	 
	 	RESOURCE CAPITAL FUND IV L.P.

 	 
	 	By:  	Resource Capital Associates IV L.P. 
General Partner
 	 
	 	 	 
	 	By:  	            RCA IV GP L.L.C., General Partner
 	 
	 	 	 
	 	By:  	                        /s/ Brian T. Dolan
 	 
	 	 	Name:  	Brian T. Dolan 	 
	 	 	Title:  	Partner 	 
	 
	 	RESOURCE CAPITAL FUND V L.P.

 	 
	 	By:  	Resource Capital Associates V L.P. 
General Partner
 	 

	 	 	 
	 	By:  	             RCA V GP Ltd., General Partner
 	 
	 	 	 
	 	By:  	                        /s/ Brian T. Dolan
 	 
	 	 	Name:  	Brian T. Dolan 	 
	 	 	Title:  	Partner 	 
	 
	 	RCF IV SPEEDWAGON INC.

 	 
	 	By:  	/s/ Brian T. Dolan
 	 
	 	 	Name:  	Brian T. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	PP IV MOUNTAIN PASS II, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P. 
Managing Member
 	 
	 	 	 
	 	By:  	                       /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	PP IV MOUNTAIN PASS II INC.

 	 
	 	By:  	/s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Contribution Agreement]




 









 






	 	 	 	 	 
	 	







PP IV MOUNTAIN PASS INC.

 	 
	 	By:  	/s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Director 	 
	 
	 	PP IV MP AIV 1, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P. 
Managing Member
 	 
	 	 	 
	 	By:  	                       /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	PP IV MP AIV 2, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P.
Managing Member
 	 
	 	 	 
	 	By:  	                       /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	PP IV MP AIV 3, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P.
Managing Member
 	 
	 	 	 
	 	By:  	                       /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	KMSMITH LLC

 	 
	 	By:  	/s/ Mark A. Smith
 	 
	 	 	Name:  	Mark A. Smith 	 
	 	 	Title:  	Managing Director 	 
	 


[Signature Page to Contribution Agreement]





 









 





	 	 	 	 	 
	 	TNA MOLY GROUP LLC

 	 
	 	By:  	/s/ Mark S. Kristoff
 	 
	 	 	Name:  	Mark S. Kristoff 	 
	 	 	Title:  	Managing Member 	 
	 
	 	MP RARE COMPANY LLC

 	 
	 	By:  	/s/ Mark S. Kristoff
 	 
	 	 	Name:  	Mark S. Kristoff 	 
	 	 	Title:  	Managing Member 	 
	 



[Signature Page to Contribution Agreement]









 









 











	 	 	 	 	 
	INCENTIVE
SHAREHOLDERS

 	 
	 	/s/ Mark Smith
 	 
	 	Name:  	Mark Smith 	 
	 	 	 
	 	                            /s/ John Burba
 	 
	 	Name:  	John Burba 	 
	 	 	 
	 	                           /s/ John Ashburn
 	 
	 	Name:  	John Ashburn 	 
	 	 	 
	 	                          /s/ Brock O’Kelly
 	 
	 	Name:  	Brock O’Kelly 	 
	 	 	 
	 	                              /s/ Bob Noll
 	 
	 	Name:  	Bob Noll 	 
	 	 	 
	 	                          /s/ John Benfield
 	 
	 	Name:  	John Benfield 	 
	 	 	 
	 	                           /s/ Scott Honan
 	 
	 	Name:  	Scott Honan 	 
	 	 	 
	 	                          /s/ Rick Sixberry
 	 
	 	Name:  	Rick Sixberry 	 
	 	 	 
	 	                       /s/ Dennis Cunningham
 	 
	 	Name:  	Dennis Cunningham 	 
	 	 	 
	 	                           /s/ Carl Hassler
 	 
	 	Name:  	Carl Hassler 	 
	 	 	 
	 	                             /s/ Tim Mosey
 	 
	 	Name:  	Tim Mosey 	 
	 	 	 
	 	                          /s/ Jack Thompson
 	 
	 	Name:  	Jack Thompson 	 
	 	 	 
	 	                          /s/ Charles Henry
 	 
	 	Name:  	Charles Henry 	 
	 	 	 
	 



[Signature Page to Contribution Agreement]









 









 









Exhibit A

Shareholders






 









 






Exhibit B

Molycorp, Inc.




QUESTIONNAIRE



     In connection with the issuance of Class A Common Stock and Class B Common Stock by Molycorp,
Inc. (the “Corporation”), please indicate with your initials or, if you are not a natural person,
with an “X”, if you qualify as an “accredited investor” pursuant to Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), as a result of your status as:



              (1) a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether
acting in its individual or fiduciary capacity;



              (2) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act
of 1934, as amended;



              (3) an insurance company as defined in Section 2(13) of the Securities Act;



              (4) an investment company registered under the Investment Company Act of 1940, as
amended;



              (5) a business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940, as amended;



              (6) a small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as
amended;



              (7) a plan established and maintained by a state, its political subdivisions or any
agency or instrumentality of a state or its political subdivisions, for the benefit of its
employees, with total assets in excess of $5,000,000;



              (8) an employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), if either




              (a) the investment decision is made by a plan fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan association, insurance company or
registered investment advisor,




              (b) the employee benefit plan has total assets in excess of $5,000,000, or




              (c) if the employee benefit plan is a self-directed plan, investment decisions
are made solely by persons who are accredited investors;



 









 






              (9) a private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as amended;



              (10) a corporation, partnership, limited liability company, Massachusetts or similar
business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the “Code”), not formed for the specific purpose of making an investment in the
Corporation, with total assets in excess of $5,000,000;



              (11) a director or an executive officer of the Corporation;



              (12) any trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of making an investment in the Corporation, whose investment in the Corporation is directed
by a person who has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of investing in the Corporation;



              (13) a natural person whose individual net worth1 (or joint net
worth1 with his or her spouse) exceeds $1,000,000;



              (14) a natural person who had an individual income2 in excess of $200,000 in
each of 2008 and 2009 and who reasonably expects to have an individual income2 in excess
of $200,000 in 2010 or who had “joint income”3 in excess of $300,000 in each of 2008 and
2009 and who reasonably expects to have joint income3 in excess of $300,000 in 2010; or



              (15) an entity in which all of the equity owners are accredited investors under one or
more of the foregoing categories.



              (16) none of the foregoing apply to me.



     If the undersigned is an individual, please provide the state of residency of the individual:



     If the undersigned is an entity, please provide the state of formation and the state of the
principal place of business of the entity:  _________





 




			
	1	 	For purposes of this item, “net worth” means
the excess of total assets at fair market value, including home and personal
property, over total liabilities, including mortgage debt.
	 
	2	 	For purposes of this item, “individual
income” means adjusted gross income as reported for federal income tax
purposes, less any income attributable to a spouse or to property owned
by a spouse, increased by the following amounts (but not including any amounts
attributable to a spouse or to property owned by a spouse): (i) the amount of
any interest income received which is tax-exempt under Section 103 of the Code,
(ii) the amount of losses claimed as a limited partner in a limited partnership
(as reported on Schedule E of Form 1040), and (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code.
	 
	3	 	For purposes of this item, “joint income”
means adjusted gross income as reported for federal income tax purposes,
including any income attributable to a spouse or to property owned by a
spouse, increased by the following amount (including any amounts attributable
to a spouse or to property owned by a spouse): (i) the amount of any interest
income received which is tax-exempt under Section 103 of the Code, (ii) the
amount of losses claimed as a limited partner in a limited partnership (as
reported on Schedule E of Form 1040), and (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code.




 









 










     If the undersigned is an accredited investor for the reason described in (15) above and is an
entity, a separate Questionnaire must be submitted for each stockholder, partner or member of the
undersigned



 











 





Molycorp, Inc.




SIGNATURE PAGE OF

QUESTIONNAIRE



     The undersigned understands and acknowledges that the Corporation will rely on the accuracy
and completeness of the information provided by the undersigned in this Questionnaire.



	 	 	 	 	 	 	 

	Dated:                     , 2010

	 	NAME:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






Exhibit C





FORM
OF RESTRICTED STOCK AGREEMENT


Molycorp, Inc.





     This Restricted Stock Agreement (the “Agreement”) is made as of                     , by and
between Molycorp, Inc. (the “Company”), a Delaware corporation, and                      (the
“Employee”).



     This Agreement is being entered into in connection with the exchange of the Employee’s
incentive shares of Molycorp Minerals, LLC for shares of Class B Common Stock, par value $0.001 per
share, of the Company (the “Class B Common Stock”) pursuant to that certain Contribution
Agreement (the “Contribution Agreement”), dated as of                     , 2010, by and among the Company,
Molycorp LLC, Molycorp Minerals and [      ].



     NOW, THEREFORE, in consideration of the mutual covenants below and other good and valuable
consideration, the Company and the Employee agree as follows:




	1.	 	Class B Common Stock Issuance. Pursuant to the terms of the Contribution Agreement,
the Company has issued
                     shares of Class B Common Stock, subject to the substantial
risk of forfeiture and restrictions on transfer hereinafter referred to herein (the
“Restricted Stock”), to the Employee. Subject to the terms of Paragraph 3(a) and
Paragraph 8 below, all of the provisions contained herein applicable to the Restricted Stock
shall apply to any equity securities of the Company that the Restricted Stock is converted
into or exchanged for, including, without limitation, shares of Common Stock, par value $0.001
per share, of the Company (the “Common Stock”).






	2.	 	Vesting.






	 	(a)	 	The Restricted Stock shall vest in the following manner so long as the employee
is employed






	 	i.	 	                     shares of Restricted Stock shall vest immediately
on the date hereof.
	 
	 	ii.	 	                     shares of Restricted Stock shall vest on September
30, 2010.
	 
	 	iii.	 	                     shares of Restricted Stock shall vest on September
30, 2011.
	 
	 	iv.	 	All of the Restricted Stock issued pursuant to this Agreement
shall vest on the sixth-month anniversary of any Change of Control or Initial
Public Offering so long as Employee remains an employee of the Company or any
subsidiary of the Company on such sixth-month anniversary date.
	 
	 	v.	 	The Board of Directors of the Company (the “Board”) may
at any time accelerate the vesting of some or all of the Restricted Stock
pursuant to any schedule that the Board may deem appropriate.






 











 













	 	(b)	 	For purposes of this Agreement:






	 	i.	 	“Change of Control” shall mean that any other Person or
group (within the meaning of Rule 13d-1 under the Exchange Act) that, as of the
date hereof, is not the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of a Controlling interest in
the Company, becomes such a “beneficial owner”, or obtains the right, directly
or indirectly, to elect a majority of the Board.
	 
	 	ii.	 	“Person” shall mean any individual, partnership,
corporation, association, trust, limited liability company, joint venture,
unincorporated organization, and any government, governmental department or
agency or political subdivision thereof.
	 
	 	iii.	 	“Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended and in effect from time to time, and any successor statute.
	 
	 	iv.	 	“Control” shall mean (a) the ownership, directly or
indirectly, of fifty percent (50%) or more of the voting equity
share capital of the Company or (b) the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of the
Company, whether through the ownership of voting securities, by contract or
otherwise. “Controlling” and “Controlled” shall have correlative meanings.
Without limiting the generality of the foregoing, a Person shall be deemed to
Control the Company if it owns, directly or indirectly, a majority of the
ownership or voting interests.
	 
	 	v.	 	“Initial Public Offering” shall mean the first
underwritten offering of shares of Common Stock or other equity interests of
the Company registered under the Securities Act pursuant to an effective
registration statement.
	 
	 	vi.	 	“Securities Act” shall mean the Securities Act of 1933,
as amended and in effect from time to time, and any successor statute.






	3.	 	Termination of Employment. Upon the termination of the employment of Employee with
the Company or any of its subsidiaries for any reason, including by reason of death,
disability, for cause, or with or without good reason, other than a termination in connection
with the liquidation of the Company, the following provisions of this Paragraph 3 shall be
applicable.






	 	(a)	 	All unvested shares of Restricted Stock, and, in the case of such termination
for cause, all vested shares of Restricted Stock (A) shall terminate automatically
without the need for any further action by any person, effective at the time of such
termination, and (B) shall be forfeited for no consideration; provided,
however, that the Board shall be authorized to determine, in its sole and
absolute discretion, that all or a portion of such unvested shares of Restricted Stock
shall vest in




2









 






	 	 	 	connection with such termination of employment and/or that all or a portion of such
vested shares of Restricted Stock, in the case of such termination for cause, shall
not terminate and be forfeited in connection with such termination of employment;
provided further, that, notwithstanding anything to the contrary in
this Agreement, after the consummation of the Initial Public Offering, no vested
 shares of Restricted Stock will terminate or be forfeited under any circumstances,
including, without limitation, termination of Employee’s employment for cause. For
purposes of this Paragraph 3, “for cause” shall mean Employee’s (i) refusal,
unwillingness or failure to perform his material duties in good faith and to the
best of his ability; (ii) misconduct, including, without limitation, theft,
embezzlement, dishonesty, breach of loyalty, or other conduct or omission, including
negligence, causing damage to the Company’s business or reputation; (iii) breach of
this Agreement or employment or similar agreement, which breach has not been cured
within 30 days after notice of such breach is delivered to Employee by the Company;
(iv) conviction of a felony or other crime involving moral turpitude, fraud,
dishonesty, willful misconduct, misappropriation of funds, or illegal drug use; (v)
substance abuse or any other action involving malfeasance in the performance of his
duties and responsibilities, or any conduct or act which brings public disrespect,
contempt or ridicule upon the Company or any of its affiliates; or (vi) material
violation of the Company’s code of ethics, general policies, or compliance manual.
	 
	 	(b)	 	The Company shall have the right, but not the obligation, to acquire any other
vested shares of Restricted Stock for a price (the “Restricted Stock Redemption
Price”) equal to the fair market value of each share of Restricted Stock redeemed,
determined as of the calendar month end immediately preceding the date the Restricted
Stock Call Notice (as defined below) is given. For purposes of calculating the
Restricted Stock Redemption Price only, the fair market value of a share of Restricted
Stock shall be the amount such share of Restricted Stock would receive if the assets of
the Company were sold at their book value and the proceeds (net of any Company debt)
were liquidated in accordance with the terms of the Company’s certificate of
incorporation. For this purpose only, book value will be determined in a manner that
excludes unrealized gains or losses and will be determined in accordance with generally
accepted accounting principles in the United States. To exercise such right, the
Company shall notify the Employee (or his or her successor) of its election to purchase
such shares of Restricted Stock no later than ninety (90) days after the date
Employee’s employment is terminated (the “Restricted Stock Call Notice”). As
of the date of the issuance of the Restricted Stock Call Notice, the shares of
Restricted Stock of Employee shall automatically, and without the need for any action
by Employee or the Company, be cancelled. The Restricted Stock Redemption Price shall
be determined promptly after the date of such notification, but in no event more than
thirty (30) days after such date, and shall be paid to Employee on a date selected by
the Company which is not more than sixty (60) days after the determination of the
Restricted Stock Redemption Price (the “Restricted Stock
Payment Date”); provided, however, that if the Restricted Stock Redemption Price is greater than 1% of
the cash flow as determined by the Board of the Company during its prior




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	 	 	 	complete fiscal year, such excess portion over the 1% of the Restricted Stock
Redemption Price may, at Company’s option, be paid in twenty-four (24) equal
payments, such installments to commence on the Restricted Stock Payment Date and to
continue on each of the twenty-three (23) monthly anniversaries of the Restricted
Stock Payment Date. The Company also shall pay to Employee, together with each such
payment, the amount of all interest accrued to the date of payment on the unpaid
purchase price. Such interest shall be computed at a variable rate equal to the
one-month LIBOR rate plus 2 percentage points, commencing on the Restricted Stock
Payment Date. The Company may satisfy all or a portion of any amount that it owes
to Employee as a result of the redemption by means of an offset against any amount
payable by Employee to the Company. Upon the Employee’s request, any amount that
the Company owes to the Employee as a result of the redemption must be evidenced by
the issuance of an unsecured promissory note made by the Company.






	4.	 	Non-Solicitation. Employee hereby covenants and agrees that during the period
Employee is a stockholder of the Company and for a period of three (3) years thereafter,
Employee shall not, (i) directly or indirectly, solicit, induce, attempt to induce or
encourage or assist: (a) any of the Company’s then-current employees to terminate their
employment with the Company or to become employed by any other firm, company or other business
enterprise; or (b) any customer or client of the Company to cease doing business with or
modify its relation with the Company to the economic detriment of the Company, nor (ii) in any
manner (other than pursuant to this Agreement and any applicable employment agreement) derive
economic benefit from the provision of services to the Company’s then current customers or
clients that are the same type of services as those being provided to such customers or
clients by the Company.






	5.	 	Non-Competition. While a stockholder of the Company, Employee shall not, without
full disclosure and consent of the Board: (i) engage in any employment or activity for any
Person which competes with the Company in any line of business the Company is engaged in or
contemplates being engaged in; or (ii) own any portion or share of any entity, except as a
passive investor in a publicly traded company where its total holdings account to less than
five (5%) percent of all outstanding shares, or (iii) participate in the management of any
Person which competes with the Company in any line of business the Company is engaged in or
contemplates being engaged in.






	6.	 	Drag-Along Right.






	 	(a)	 	If any one or more stockholders (the “Compellors”) party to that
certain Stockholders Agreement, dated as of [      ], 2010, by and among the Company,
Resource Capital Fund IV L.P., Resource Capital Fund V L.P., PP IV Mountain Pass II,
LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC, PP IV MP AIV 3, LLC, TNA Moly Group LLC,
MP Rare Company LLC and KMSMITH LLC, as amended from time to time (the
“Stockholders Agreement”), shall, in any transaction or series of related
transactions, directly or indirectly, propose to sell for value in the aggregate at
least seventy-six percent (76%) of the then outstanding Applicable Shares (the
“Controlling Shares”) to a third party or




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	 	 	 	parties (the “Drag-Along Purchaser(s)”) other than Specified Transferees of
such Compellors (the “Drag-Along Offer”), the provisions set forth in this
Paragraph 6 shall apply at the option of the Compellors.






	 	i.	 	The Compellors may, at their option, require Employee to sell
all of the vested shares of Restricted Stock owned or held by Employee (or, if
the Compellors are not selling all of the shares of Common Stock owned by the
Compellors, then the same portion of the shares of Restricted Stock owned or
held by Employee as the shares of Common Stock Compellors are selling) to such
Drag-Along Purchaser(s) for the same consideration (or, if there is a choice as
to the form of consideration, then Employee shall have the same choice as the
Compellors, provided that, in the event that any securities are part of the
consideration payable, if Employee is not an “accredited investor” within the
meaning of Rule 501 under the Securities Act, Employee may, in the sole
discretion of the Board, receive, and hereby agrees to accept, in lieu of
securities, cash consideration with an equivalent value to such securities as
reasonably determined by the Board) and otherwise on the same terms and
conditions upon which the Compellors sell their shares of Common Stock, subject
to this Paragraph 6.
	 
	 	ii.	 	The Compellors shall provide a written notice (the
“Drag-Along Notice”) of such Drag-Along Offer to Employee, with a copy
to the Company, not later than the day after the date of acceptance of the
Drag-Along Offer by the Drag-Along Purchaser(s). The Drag-Along Notice shall
contain written notice of the exercise of the rights of the Compellors pursuant
to this Paragraph 6(a) setting forth the consideration to be paid by the
Drag-Along Purchaser(s) and all other material terms and conditions of the
Drag-Along Offer, as well as a copy of the Drag-Along Offer, and definitive
documentation of the transaction, if available. Within ten (10) business days
following the date the Drag-Along Notice is given, Employee shall deliver to
the Compellors a special irrevocable power-of-attorney authorizing the
Compellors, on behalf of Employee, to sell or otherwise dispose of such vested
 shares of Restricted Stock pursuant to the terms of the Drag-Along Offer and to
take all such actions as shall be necessary or appropriate in order to
consummate such sale or disposition.
	 
	 	iii.	 	Promptly after the consummation of the sale of shares of Common
Stock of the Compellors and vested shares of Restricted Stock of Employee to
the Drag-Along Purchaser(s) pursuant to the Drag-Along Offer, but in no event
more than two (2) Business Days thereafter, the Compellors shall remit to
Employee the total sales price of the vested shares of Restricted Stock of
Employee sold pursuant thereto less a pro rata portion of the expenses
(including reasonable legal expenses) incurred by the Compellors in connection
with such sale.




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	 	iv.	 	If, at the end of the 180-day period following the giving of
the Drag-Along Notice, the Compellors shall not have completed the sale of all
the Controlling Shares and the vested shares of Restricted Stock of Employee,
then Employee shall have no obligation with respect to such Drag-Along Offer;
provided that the provisions of this Paragraph 6 shall apply to any subsequent
Drag-Along Offer.
	 
	 	v.	 	Except as expressly provided in this Paragraph 6, the
Compellors shall have no obligation to Employee with respect to the sale or
other disposition of any shares of Restricted Stock owned by Employee, and in
particular, the Compellors shall have no obligation to Employee to consummate
any Drag Along Offer (it being understood that any and all such decisions shall
be made by the Compellors in their sole discretion). In the event that the
Drag-Along Offer is not consummated by the Compellors, Employee shall not be
entitled to sell or otherwise dispose of shares of Restricted Stock directly to
any third party or parties pursuant to such Drag-Along Offer.
	 
	 	vi.	 	In furtherance of, and not in limitation of the foregoing, in
connection with any compelled sale, Employee will (i) raise no objections in
its capacity as a stockholder of the Company, will consent to, vote for and
raise no objections to such transaction or the process pursuant to which it was
arranged, and waive dissenting rights, if any, and (ii)] execute all documents
containing such terms and conditions as those executed by the Compellors that
are reasonably necessary to effect the transaction; provided, however, that (A)
Employee shall not be required to enter into a non-compete or non-solicitation
other than the provisions contained herein, a provision providing for the
licensing of intellectual property or the delivery of any products or services,
or any other provision that is not a strictly financial term related directly
to the sale of the shares of Restricted Stock, (B) the liability of the
stockholders participating in the Drag-Along Offer is several and not joint,
(C) Employee shall not have any liability for any breaches of the
representations, warranties or covenants of any other stockholder participating
in the Drag-Along Offer, (D) any obligations and/or liabilities of Employee
under the agreement governing such transaction and any related escrow agreement
shall be borne pro rata among such stockholders participating in the Drag-Along
Offer based on the proceeds and assets payable to such stockholders in such
transaction (other than any such obligations that relate specifically to
Employee’s shares of Restricted Stock, which obligations shall be borne solely
by Employee) and shall in no event exceed the actual proceeds and assets
received by Employee in such transaction, (E) Employee shall not be required to
make any representations or warranties or covenants in connection with such
transaction except with respect to (1) Employee’s ownership of its shares of
Restricted Stock, (2) subject to the provisions of clauses (B) and (C) above,
customary security holder indemnities for breaches of representations,
warranties and covenants, (3) Employee’s




6









 






	 	 	 	ability to convey title to its shares of Restricted Stock free and clear of
liens, (4) Employee’s ability to enter in the transaction and (5) customary
and reasonable covenants regarding confidentiality, publicity and similar
matters and (F) if Employee is given an option as to the form of
consideration to be received, all other stockholders participating in the
Drag-Along Offer shall be given the same option on the same terms; provided
that, in the event that any securities are part of the consideration
payable, each stockholder participating in the Drag-Along Offer that is not
an “accredited investor” within the meaning of Rule 501 under the Securities
Act may, in the sole discretion of the Board, receive, in lieu of
securities, cash consideration with an equivalent value to such securities
as reasonably determined by the Board.
	 
	 	vii.	 	Notwithstanding anything in this Paragraph 6 to the contrary,
if the Compellors or any of their respective directors, officers, employees,
advisors or other representatives, directly or indirectly, receive any
consideration from the Drag-Along Purchaser(s) or any of its Affiliates in
connection with a compelled sale other than the consideration that is received
by all the stockholders participating in the Drag-Along Offer on a pro rata
basis as part of the compelled sale, then the Compellors shall cause Employee
to receive Employee’s pro rata share, determined by reference to the respective
amounts of consideration otherwise payable to each of the stockholders
participating in the Drag-Along Offer (including the Compellors) as part of the
compelled sale, of such consideration.
	 
	 	viii.	 	This Paragraph 6 shall not apply to Transfers of shares of
Common Stock made pursuant to an Initial Public Offering.






	 	(b)	 	For purposes of this Agreement, the terms “Affiliate,” “Applicable
Shares,” “Specified Transferee” and “Transfer” shall have the
respective meanings ascribed to such terms in the Stockholders Agreement, a copy of
which has been provided to Employee.






	7.	 	Transferability Restriction. Except as provided in Paragraph 6 hereof, the shares of
Restricted Stock may not be Transferred in any way (whether by operation of law or otherwise),
other than to the Company or pursuant to the terms of the Company’s certificate of
incorporation. Any Transfer of the shares of Restricted Stock or any attempt to make any
Transfer will cause the shares of Restricted Stock to terminate immediately upon the happening
of any such event; provided, however, the Company’s rights and remedies under this Agreement
shall survive the termination of the shares of Restricted Stock under the provisions of this
Paragraph 7.






	8.	 	Termination. Notwithstanding anything to the contrary in this Agreement, Paragraph
3(b), Paragraph 6 and Paragraph 7 shall terminate upon the consummation of an Initial Public
Offering.




7









 












	9.	 	Notices. Each notice relating to this Agreement will be in writing and delivered in
person, by certified mail, by facsimile or other electronic means to the proper address.
Notices to the Company shall be addressed to the Company, Attention: Board of Directors, at
such address as may constitute the Company’s principal place of business at the time. Notices
to the Employee or other person or persons then entitled to ownership of the shares of
Restricted Stock shall be addressed to the Employee or such other person or persons at the
Employee’s address below specified.
	 
	10.	 	Benefits of Agreement. This Agreement will inure to the benefit of and be binding
upon each successor and assignee of the Company. All obligations imposed upon the Employee
and all rights granted to the Company under this Agreement will be binding upon the Employee’s
heirs, legal representatives, assigns, and successors.






	11.	 	Effect of Governmental and Other Regulations. The issuance of the shares of
Restricted Stock is subject to all applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental agency which may, in the opinion of
counsel for the Company, be required.






	12.	 	Tax Consequences. The Employee shall be solely responsible for all income tax
consequences of any grant of the shares of Restricted Stock granted pursuant to this
Agreement, including any additional tax and interest that arises by operation of Section 409A
of the Code.






	13.	 	Not an Employment Contract. This Agreement is not an employment contract and nothing
in this Agreement shall be deemed to create in any way whatsoever any obligation on the part
of the Employee to continue in the employ of the Company or any of its subsidiaries, or of the
Company or any of its subsidiaries to continue the Employee in the employ of the Company or
any of its subsidiaries.






	14.	 	Governing Law; Entire Agreement. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, all rights and remedies
being governed by such laws, without regard to its conflict of laws rules. This Agreement,
together with the Contribution Agreement, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Employee with respect to the subject matter hereof.






	15.	 	Arbitration.






	 	(a)	 	Any dispute arising out of or related to this Agreement that cannot be resolved
by the good faith efforts of the parties to such dispute shall be solely and finally
settled by a board of arbitrators consisting of three arbitrators, as set forth below.
The arbitration proceedings shall be held in New York, New York under the auspices of
the American Arbitration Association (the “AAA”) and, except as otherwise may
be provided herein, the arbitration proceedings shall be conducted in accordance with
the Commercial Arbitration Rules of the AAA (the “AAA Rules”). Without limiting
the foregoing and notwithstanding Paragraph 14(a), the




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	 	 	 	arbitration provisions set forth herein, and any arbitration conducted thereunder,
shall be governed exclusively by the Federal Arbitration Act, Title 9, United States
Code, to the exclusion of any state or municipal law of arbitration.
	 
	 	(b)	 	Prior to submitting any dispute to arbitration, the parties to the dispute will
meet and will use good faith efforts to resolve the dispute by mutual agreement. If
after such good faith efforts, any party determines to submit a dispute for
arbitration, such party shall furnish the other parties to the dispute with a dated,
written statement (the “Arbitration Notice”) indicating (A) such party’s intent
to commence arbitration proceedings, (B) the nature, with reasonable detail, of the
dispute and (C) the remedy or remedies such party will seek.
	 
	 	(c)	 	Within 20 days of the date of the Arbitration Notice, the parties commencing
the arbitration (collectively, the “Petitioner”) and the Company or the
Employee with whom the Petitioner has its dispute (collectively, the
“Respondent”) shall each select (and provide written notice thereof to the
other) a qualifying arbitrator. A “qualifying” arbitrator is a Person who is not (A) an
Affiliate of either the Petitioner or Respondent or (B) counsel to any such Person at
such time, or (C) an individual who is, or has been, an employee or director of such
Person, or with whom such Person has or has previously had a contractual relationship.
If either the Petitioner or Respondent fails to select a qualifying arbitrator or
provide such notice within the twenty (20) day period, the AAA shall have the right to
make such selection. Such qualifying arbitrators are referred to, respectively, as the
“First Arbitrator” and the “Second Arbitrator.” Within ten (10) days following their
selection, the First and Second Arbitrator shall select (and provide written notice to
the Petitioner and Respondent of such selection) a third arbitrator from a list of
members of the AAA’s National Panel of Commercial Arbitrators. The third arbitrator
must be “neutral”, meaning that such Person would not be subject to disqualification
under Rule No. 17 of the AAA Rules (or any successor to such Rule).
	 
	 	(d)	 	The fees of the First and Second Arbitrators shall be borne by the Petitioner
and Respondent, respectively. All other expenses of the arbitration shall be shared
equally by the Petitioner and Respondent in accordance with the AAA Rules.
	 
	 	(e)	 	To the extent permissible under applicable law, the Company and the Employee
agree that the award of the Arbitrators shall be final and shall not be subject to
judicial review. Judgment on the arbitration award may be entered and enforced in any
court having jurisdiction over the Company, the Employee or their assets. Nothing
contained herein shall prevent the Company or the Employee from seeking preliminary
injunctive relief in a court of competent jurisdiction.





[Signature page follows]








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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	MOLYCORP, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	Date: 	 	 
	 




     By signing below, you accept these shares of Restricted Stock, subject to the terms and
conditions of this Agreement. Your signature below also signifies that you reviewed this
Agreement, in its entirety, you had an opportunity to obtain the advice of counsel prior to
executing this Agreement and you fully understand and agree to all the provisions of this
Agreement.



	 	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 






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