exv10w6






Exhibit 10.6




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 15, 2010, by and among
Molycorp, Inc., a Delaware corporation (the “Corporation”), Resource Capital Fund IV L.P., a Cayman
Island limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Island limited
partnership (“RCF V” and together with RCF IV, “RCF”), PP IV Mountain Pass II, LLC, a Delaware
limited liability company (“PP IV MP II”), PP IV MP AIV 1, LLC, a Delaware limited liability
company (“PMP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PMP AIV 2”), PP
IV MP AIV 3, LLC, a Delaware limited liability company (“PMP AIV 3,” and together with PP IV MP II,
PMP AIV 1 and PMP AIV 2, “Pegasus”), TNA Moly Group LLC, a Delaware limited liability company
(“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP,” and together with RCF,
Pegasus and TNA, the “Initial Stockholders”) and KMSMITH LLC, a Delaware limited liability company
(“KMSMITH”).



     WHEREAS, the Corporation has agreed to grant the Initial Stockholders the registration rights
and other rights set forth in this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Corporation and the Initial Stockholders hereby covenant and agree with
each other as follows:



1. Definitions. The following capitalized terms shall have the meanings set forth below:





“AAA” has the meaning set forth in Section 16(d)(i).




“AAA Rules” has the meaning set forth in Section 16(d)(i).




“Affiliate” means, with respect to any Person, any other Person directly or indirectly
Controlling or Controlled by, or under direct or indirect common Control with, such Person.




“Arbitration Notice” has the meaning set forth in Section 16(d)(ii).




“Business Day” means a day, other than a Saturday or a Sunday, on which commercial banks in
New York are not required or permitted under applicable laws or regulations to close.




“Class A Common Stock” means the Class A common stock, par value $0.01 per share, of the
Corporation.




“Common Stock” means the common stock, par value $0.01 per share, of the Corporation.




“Control” means (a) the ownership, directly or indirectly, of fifty percent (50%) or more of
the voting equity share capital of a specific Person or (b) the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities or general partnership or



 









 







managing member interests, by contract or otherwise. For purposes of this definition,
“Controlling” and “Controlled” shall have correlative meanings. Without limiting the
generality of the foregoing, a Person shall be deemed to Control any other Person of which
it owns, directly or indirectly, a majority of the ownership or voting interests.




“Corporation Indemnified Persons” has the meaning set forth in Section 8(b).




“Corporation Securities” has the meaning set forth in Section 3(a).




“Excluded Expenses” means all underwriting discounts, selling commissions and the fees and
expenses of each Selling Holder’s own counsel.




“Holder” means (i) each Initial Stockholder, (ii) KMSMITH, (iii) any Joining Stockholders
and (iv) any Permitted Assignee of each Initial Stockholder, KMSMITH and each Joining
Stockholders to whom Registrable Securities have been Transferred.




“Governmental Authority” means any regional, federal, state or local legislative, executive
or judicial body or agency, any court of competent jurisdiction, any department, political
subdivision or other governmental authority or instrumentality, or any arbitral authority,
in each case, whether domestic or foreign.




“Initial Public Offering” means the first underwritten offering by the Corporation of shares
of Common Stock or other equity interests of the Corporation, registered under the
Securities Act pursuant to an effective Registration Statement.




“Initial Public Offering Date” means the date of the consummation of the Initial Public
Offering.




“Initial Requesting Holder” has the meaning set forth in Section 2(a).




“Joining Stockholder” has the meaning set forth in Section 14.




“Lock-up Agreement” has the meaning set forth in Section 11.




“Lock-up Period” has the meaning set forth in Section 11.




“Participating Holder” has the meaning set forth in Section 2(a).




“Permitted Assignee” has the meaning set forth in Section 10.




“Permitted Transferee” means a person to whom an Initial Stockholder or its Permitted
Transferee has Transferred its Registrable Securities as permitted by the Stockholders’
Agreement.




“Person” means any individual, partnership, corporation, association, trust, estate, limited
liability company, joint venture, unincorporated organization, any other legal entity, and
any Governmental Authority.




“Petitioner” has the meaning set forth in Section 16(d)(iii).



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“Registrable Securities” means the shares of Common Stock issued by the Corporation prior to
the consummation of the Initial Public Offering, including (i) any Common Stock issued or
issuable upon the conversion of the Class A Common Stock and (ii) and any securities issued
or issuable with respect to such shares of Common Stock by way of a split, dividend, or
other division of securities, or in connection with a combination of securities, conversion,
exchange, replacement, recapitalization, merger, consolidation, or other reorganization or
otherwise, in each case held by the Holders; provided, that such Registrable Securities
shall cease to be Registrable Securities (a) upon any sale pursuant to a Registration
Statement or Rule 144 under the Securities Act (or any similar provision then in force),
(b) upon repurchase by the Corporation, (c) upon any Transfer in any manner to a Person that
is not a Permitted Assignee, or (d) when they otherwise cease to be outstanding.




“Registration Expenses” means any and all expenses incident to performance of or compliance
with Section 2 or Section 3, including (a) the fees, disbursements and
expenses of the Corporation’s counsel and accountants (including the expenses of any annual
audit letters and “cold comfort” letters required or incidental to the performance of such
obligations), (b) all expenses, including filing fees, in connection with the preparation,
printing and filing of the Registration Statement, any free writing prospectus, preliminary
prospectus or final prospectus, any other offering document and amendments and supplements
thereto and the mailing and delivering of copies thereof to any underwriters and dealers,
(c) the cost of printing or producing any agreements among underwriters, underwriting
agreements, any selling agreements and any other documents in connection with the offering,
sale or delivery of the securities to be disposed of, (d) all expenses in connection with
the qualification of the securities to be disposed of for offering and sale under state
securities laws, (e) the filing fees incident to securing any required review by the
Financial Industry Regulatory Authority of the terms of the sale of the securities to be
disposed of, (f) transfer agents’ and registrars’ fees and expenses and the fees and
expenses of any other agent or trustee appointed in connection with such offering, (g) all
security engraving and security printing expenses, (h) all fees and expenses payable in
connection with the listing of the securities on any securities exchange or interdealer
quotation system, (i) all rating agency fees and (j) the fees, disbursements and expenses of
the one counsel to the Selling Holders, selected by the Selling Holders holding at least a
majority of the Registrable Securities to be sold in the applicable offering, but excluding
any Excluded Expenses.




“Registration Statement” means a registration statement filed by the Corporation with the
SEC for a public offering and sale of securities of the Corporation other than (a) a
registration statement on Form S-8 or Form S-4, or their successors or any other form for a
similar limited purpose, (b) any registration statement covering only securities proposed to
be issued in exchange for securities or assets of another corporation, (c) any registration
in which the only equity security being registered is Common Stock issuable upon the
conversion of debt securities that are also being registered or (d) any registration on a
form that does not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable Securities.




“Requesting Holders” has the meaning set forth in Section 2(a).



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“Respondent” has the meaning set forth in Section 16(d)(iii).




“SEC” means the United States Securities and Exchange Commission, and any successor
organization.




“Securities Act” means the Securities Act of 1933, as amended and in effect from time to
time, and any successor statute.




“Selling Holder” means a Holder of Registrable Securities included in the relevant
Registration Statement.




“Selling Holder Indemnified Persons” has the meaning set forth in Section 8(a).




“Specified Transferee” has the meaning set forth in the Stockholders’ Agreement.




“Stockholders’
Agreement” means that Stockholders’ Agreement,
dated as of [      ], 2010, by and
among the Corporation, the Initial Stockholders and KMSMITH, as amended from time to time.




“Transfer” means, (a) when used as a verb, to sell, transfer, assign, encumber, pledge,
hypothecate, grant any right, option, profit participation or other interest in, or
otherwise dispose of, directly or indirectly, voluntarily or involuntarily, by operation of
law or otherwise, and (b) when used as a noun, a direct or indirect, voluntary or
involuntary, sale, transfer, assignment, encumbrance, pledge, hypothecation, grant of any
right, option, profit participation or other interest, or other disposition by operation of
law or otherwise.




“Transferee Holder” has the meaning set forth in Section 10.




“Underwriter’s Maximum Number” has the meaning set forth in Section 2(i).




“WKSI” means a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.



2. Demand Registration.




     (a) Requests for Registration. At any time beginning six (6) months after the Initial
Public Offering Date, any Initial Stockholder may, subject to the provisions of this Agreement,
request in writing that the Corporation effect the registration under the Securities Act of any or
all of the Registrable Securities held by such Initial Stockholder and its Specified Transferees
(an “Initial Requesting Holder”), which notice shall specify (i) the amount of Registrable
Securities proposed to be registered; and (ii) the intended method or methods and plan of
disposition thereof, including whether such requested registration is to involve an underwritten
offering. The Corporation shall give prompt written notice of such registration request to all
other Holders. Except as otherwise provided in this Agreement and subject to Section 2(i)
in the case of an underwritten offering, the Corporation shall prepare and use its reasonable best
efforts to file (within ninety (90) days after such request has been given) with the SEC a
Registration Statement with respect to (i) all Registrable Securities included in the Initial
Requesting Holder’s request and (ii) all Registrable Securities included in any request for
inclusion delivered by any



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other Holder (a “Participating Holder”, and together with the Initial Requesting Holder, the
“Requesting Holders”) within fifteen (15) days after delivery of the Corporation’s notice of the
Initial Requesting Holder’s registration request to such other Holder, in each case subject to
Section 2(i) if such offering is an underwritten offering. Thereafter, the Corporation
shall use its reasonable best efforts, in accordance with Section 6, to effect the
registration under the Securities Act and applicable state securities laws of such Registrable
Securities for disposition in accordance with the intended method or methods of disposition stated
in such request. Subject to Section 2(i), the Corporation may include in such registration
other securities of the Corporation for sale, for the Corporation’s account or for the account of
any other Person.




     (b) S-1 Registration.




     (i) Each of RCF and Pegasus shall have the right pursuant to Section 2(a) and
subject to Section 2(e), to make one (1) request for registration on Form S-1 (or
any successor form) for a public offering of all or a portion of the Registrable Securities
held by it (and its Specified Transferees) so long as such Initial Shareholder (together
with its Specified Transferees) holds at least ten percent (10%) of the shares of Common
Stock outstanding on the date of this Agreement; provided, that the reasonably anticipated
gross aggregate price to the public of such Registrable Securities would exceed $10,000,000
(based on the market price or fair market value (as determined reasonably and in good faith
by the Board of Directors of the Corporation) on the date of such request).




     (ii) TNA and MP shall, collectively, have the right pursuant to Section 2(a)
and subject to Section 2(e), to make one (1) request for registration on Form S-1
(or any successor form) for a public offering of all or a portion of the Registrable
Securities held by them (and their Specified Transferees) so long as TNA and MP (together
with their Specified Transferees) hold in the aggregate at least five percent (5%) of the
 shares of Common Stock outstanding on the date of this Agreement; provided, that the
reasonably anticipated gross aggregate price to the public of such Registrable Securities
would exceed $10,000,000 (based on the market price or fair market value (as determined
reasonably and in good faith by the Board of Directors of the Corporation) on the date of
such request)



     (c) S-3 Registration; Shelf Registration.




     (i) Each Initial Stockholder shall have the right pursuant to Section 2(a) and
subject to Section 2(e), after the Corporation becomes eligible to file a
Registration Statement on Form S-3 (or any successor form), to request an unlimited number
of times that the Corporation register all or a portion of its Registrable Securities (and
those of its Specified Transferees) on Form S-3 (or any successor form), including for an
offering to be made on a continuous or delayed basis pursuant to Rule 415 under the
Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable
Securities); provided, that the reasonably anticipated gross aggregate price to the public
of the Registrable Securities requested to be included in any such registration would exceed
$5,000,000 (based on the market price or fair market value (as determined reasonably and in
good faith by the Board of Directors of the Corporation) on the date of such request).



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     (ii) In the case of a registration pursuant to this Section 2(c), (A) if the
Corporation is then a WKSI, it shall use its best efforts to, within thirty (30) days of the
receipt of the request from the Initial Requesting Holder, file and cause to be immediately
effective a Registration Statement that shall constitute an Automatic Shelf Registration
with respect to all Registrable Securities requested by the Requesting Holders to be
included therein, and (B) if the Corporation is not then a WKSI, it shall use its best
efforts to file the Registration Statement within sixty (60) days of the receipt of the
request from the Initial Requesting Holder.



     (d) Delay for Disadvantageous Condition. If, in connection with any request for
registration pursuant to this Section 2, the Corporation provides a certificate, signed by
the president or chief executive officer of the Corporation, to the Requesting Holders stating
that, in the good faith judgment of the Board of Directors of the Corporation and its counsel, it
would be materially detrimental to the Corporation or its stockholders for such Registration
Statement either to become effective or to remain effective for as long as such Registration
Statement otherwise would be required to remain effective, then the Corporation shall have the
right to defer taking action with respect to such filing and any time periods with respect to
filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than
ninety (90) days after the request of the Initial Requesting Holder is given; provided, however,
that the Corporation may not invoke this right more than once in any twelve (12) month period.



     (e) Limitation on Successive Registrations. The Corporation shall not be required to
effect a registration pursuant to Section 2(b) for one hundred twenty (120) days
immediately following the effective date of a Registration Statement filed pursuant to the prior
exercise of any Holder’s registration rights provided for in Section 2(b) and within six
(6) months of any registration initiated by the Corporation to make a primary offering of equity
securities, provided that the Corporation is employing reasonable best efforts to cause such
Registration Statement to become effective. In addition, the Corporation shall not be required to
effect more than two (2) registrations during any twelve (12) month period pursuant to Section
2(c).



     (f) Demand Withdrawal. Any Requesting Holder may, at any time prior to the effective
date of the Registration Statement relating to any requested registration, withdraw its Registrable
Securities from a requested registration. If all Registrable Securities are so withdrawn, the
Corporation shall cease all efforts to effect such registration upon such request, without
liability to any Requesting Holder. Such registration will be deemed an effected registration for
purposes of Section 2(b), if applicable, unless (i) the Initial Requesting Holders shall
have paid or reimbursed the Corporation for the Registration Expenses of the Corporation in
connection with such withdrawn requested registration; or (ii) the withdrawal is made following the
occurrence of a material adverse change in the business or financial condition of the Corporation
that is made known to the Holders after the date on which such registration was requested or if the
registration is interfered with by any stop order, injunction or other order or requirement of the
SEC or other governmental agency or court for any reason other than a misrepresentation or omission
by any Requesting Holder.



     (g) Effective Registration. Notwithstanding any other provision of this Agreement to
the contrary, a Registration Statement pursuant to this Section 2 shall not be deemed to
have been effected (including for purposes of Section 2(b) and Section 2(c)) unless
it has become



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effective and shall have remained effective for one hundred eighty (180) days (excluding any
periods of time during which such Registration Statement is tolled or suspended pursuant to
Section 2(d) or Section 6(c)) or such shorter period as may be required to sell all
Registrable Securities included in the relevant Registration Statement; provided, that in the case
of any registration on Form S-3 of Registrable Securities that are intended to be offered on a
continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the
Registration Statement (or, after two years, a successive Registration Statement) effective until
all such Registrable Securities are sold. In no event shall a registration be deemed to have been
effected (i) if after it has become effective such registration is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental agency or court
for any reason other than a misrepresentation or an omission by any Requesting Holder and, as a
result thereof, the Registrable Securities requested to be registered cannot be completely
distributed in accordance with the plan of distribution set forth in the related Registration
Statement or (ii) if the conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied or waived other than
solely by reason of some act or omission by any Requesting Holder.




     (h) Selection of Underwriters. The Requesting Holders of a majority of the
Registrable Securities to be included in any registration requested under this Section 2
may request that the registration be effected as an underwritten offering and such Requesting
Holders shall have the right to select the managing underwriter or underwriters for the offering;
provided that such underwriter or underwriters shall be reasonably acceptable to the Corporation.



     (i) Priority. If a registration under this Section 2 involves an underwritten
offering and the managing underwriter(s) in its good faith judgment advises the Corporation that
the number of Registrable Securities requested to be included in the Registration Statement by the
Requesting Holders exceeds the number of securities that can be sold without adversely affecting
the price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum
Number”), the Corporation shall be required to include in such Registration Statement only such
number of securities as is equal to the Underwriter’s Maximum Number and the Corporation and the
Requesting Holders shall participate in such offering in the following order of priority:




     (i) First, the Corporation shall be obligated and required to include in the
Registration Statement the number of Registrable Securities that the Requesting Holders have
requested to be included in the Registration Statement and that does not exceed the
Underwriter’s Maximum Number; provided that the Registrable Securities to be included in the
Registration Statement shall be allocated among all the Requesting Holders in proportion, as
nearly as practicable, to the respective number of Registrable Securities held by them on
the date of the request for registration pursuant to Section 2. If any Requesting
Holder would thus be entitled to include more Registrable Securities than such Requesting
Holder requested to be registered, the excess shall be allocated among other Requesting
Holders pro rata in the manner described in the preceding sentence.




     (ii) Second, the Corporation shall be entitled to include in such Registration
Statement and underwriting that number of shares of Common Stock and/or other securities of
the Corporation that it proposes to offer and sell for its own account or the



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account of any other Person to the full extent of the remaining portion of the
Underwriter’s Maximum Number.



3. Piggyback Registration.




     (a) Notice of Registrations. In the event that the Corporation proposes to file a
Registration Statement (other than a Registration Statement filed pursuant to Section 2)
with respect to Common Stock of the Corporation or other equity securities
(“Corporation Securities”), whether or not for sale for its own account (including any Registration
Statement filed pursuant to the request of a stockholder (other than a Holder) pursuant to a demand
registration right granted to such stockholder), including in an Initial Public Offering (but
excluding a Registration Statement on Forms S-4 or S-8, or successor forms, registering shares for
issuance in acquisitions or pursuant to equity incentive plans), it shall give prompt written
notice to each Holder of its intention to do so and of the rights of such Holder under this
Section 3 at least thirty (30) days prior to filing a Registration Statement. Subject to
the terms and conditions hereof, such notice shall offer each such Holder the opportunity to
include in such Registration Statement such number of Registrable Securities as such Holder may
request. Upon the written request of any such Holder made within fifteen (15) days after the
receipt of the Corporation’s notice (which request shall specify the number of Registrable
Securities intended to be disposed of), the Corporation shall use its reasonable best efforts to
effect, in connection with the registration of the Corporation Securities, the registration under
the Securities Act of all Registrable Securities which the Corporation has been so requested to
register, to the extent required to permit the disposition of the Registrable Securities so
requested to be registered.



     (b) Withdrawal of Registration. If, at any time after giving a written notice of its
intention to register any Corporation Securities and prior to the effective date of the
Registration Statement filed in connection with such registration, the Corporation shall determine
for any reason not to register the Corporation Securities, the Corporation shall give written
notice of such determination to such Holders and thereupon the Corporation shall be relieved of its
obligation to register such Registrable Securities in connection with the registration of such
Corporation Securities, without prejudice, however, to the rights of the Holders immediately to
request that such registration be effected as a registration under Section 2 to the extent
permitted thereunder.



     (c) Priority. If a registration under this Section 3 involves an underwritten
offering and the managing underwriter(s) in its good faith judgment advises the Corporation that
the number of Registrable Securities requested to be included in the Registration Statement by the
Requesting Holders exceeds the Underwriter’s Maximum Number, the Corporation shall be required to
include in such Registration Statement only such number of securities as is equal to the
Underwriter’s Maximum Number and the Corporation and the Holders shall participate in such offering
in the following order of priority:



          (i) If the underwritten offering is the Initial Public Offering:





     (A) First, the Corporation shall be obligated and required to include in the
Registration Statement that number of Registrable Securities that the Initial



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Stockholders (and their Specified Transferees) have requested to be included in
such offering, up to fifty percent (50%) of the Underwriter’s Maximum Number
allocated, if necessary, among them in proportion, as nearly as practicable, to the
respective number of Registrable Securities held by them on the date of the notice
provided by the Corporation pursuant to Section 3(a); provided, that if the
managing underwriter(s) in its good faith judgment advises the Corporation that such
number of Registrable Securities to be included for the Initial Stockholders would
adversely affect the price, timing, distribution or sale of securities in the
offering, then such percentage shall be lowered to the highest percentage with
respect to which the managing underwriter(s) does not believe, in its good faith
judgment, would have such an affect;




     (B) Second, the Corporation shall be entitled to include in such Registration
Statement the Corporation Securities that the Corporation proposes to offer and sell
for its own account in such registration and that does not exceed the remaining
portion of the Underwriter’s Maximum Number.




     (C) Third, the Corporation shall be obligated and required to include in such
Registration Statement that number of Registrable Securities that the Holders shall
have requested to be included in such offering to the full extent of the remaining
portion of the Underwriter’s Maximum Number, provided, that if the Registrable
Securities of the Holders exceeds such remaining portion of the Underwriter’s
Maximum Number, the Registrable Securities shall be allocated among all Holders
requesting to be included in such offering in proportion, as nearly as practicable,
to the respective number of Registrable Securities held by them on the date of the
Corporation’s notice pursuant to Section 3(a). If any Holder would thus be
entitled to include more Registrable Securities than such Holder requested to be
registered, the excess shall be allocated among other Holders pro rata in the manner
described in the preceding sentence.




     (D) Fourth, the Corporation shall be entitled to include in such Registration
Statement that number of Corporation Securities that the Corporation proposes to
offer and sell for the account of any other Person to the full extent of the
remaining portion of the Underwriter’s Maximum Number.



          (ii) If the underwritten offering is not the Initial Public Offering:





     (A) First, the Corporation shall be entitled to include in such Registration
Statement the Corporation Securities that the Corporation proposes to offer and sell
for its own account in such registration and that does not exceed the Underwriter’s
Maximum Number.




     (B) Second, the Corporation shall be obligated and required to include
in such Registration Statement that number of Registrable Securities that the
Holders shall have requested to be included in such offering to the full extent of
the remaining portion of the Underwriter’s Maximum Number, provided, that if the
Registrable Securities of the Holders exceeds such remaining portion of the



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Underwriter’s Maximum Number, the Registrable Securities shall be allocated
among all Holders requesting to be included in such offering in proportion, as
nearly as practicable, to the respective number of Registrable Securities held by
them on the date of the Corporation’s notice pursuant to Section 3(a). If
any Holder would thus be entitled to include more Registrable Securities than such
Holder requested to be registered, the excess shall be allocated among other Holders
pro rata in the manner described in the preceding sentence.




     (C) Third, the Corporation shall be entitled to include in such
Registration Statement that number of Corporation Securities that the Corporation
proposes to offer and sell for the account of any other Person, pursuant to
piggyback registration rights or otherwise, to the full extent of the remaining
portion of the Underwriter’s Maximum Number.



     (d) Not a Demand Registration. No registration of Registrable Securities effected
under this Section 3 shall relieve the Corporation of its obligation to effect a
registration of Registrable Securities pursuant to Section 2.


4. Certain Information. In connection with any request for registration pursuant to Section
2 or Section 3, the Selling Holders shall furnish to the Corporation such information
regarding themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as the Corporation shall reasonably request to the extent required
to lawfully complete the filing of such Registration Statement.



5. Expenses. Except as provided in this Agreement, if the Corporation is required to effect the
registration of any Registrable Securities under the Securities Act as provided in Section
2 or Section 3, the Corporation shall pay all Registration Expenses with respect to
such registration or proposed registration; provided, however, that if a registration under
Section 2 is withdrawn at the request of the Initial Requesting Holder (other than (a) as a
result of information concerning the occurrence of a material adverse change in the business or
financial condition of the Corporation that is made known to the Initial Requesting Holder after
the date on which such registration was requested or (b) if the registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or other governmental agency or
court for any reason other than a misrepresentation or omission by any Requesting Holder) and if
the Initial Requesting Holder elects not to have such registration counted as a registration under
Section 2, the Selling Holders shall pay the Registration Expenses of such registration pro
rata in accordance with the number of their Registrable Shares included in such registration. All
fees and expenses of a Selling Holder’s own counsel in connection with such registration shall be
borne and paid by such Selling Holder (other than one counsel to all of the Selling Holders) unless
the Selling Holders agree among themselves otherwise, and in any event such fees and expenses shall
not be borne or paid by the Corporation.



6. Registration and Qualification.




     (a) If the Corporation is required to effect the registration of any Registrable Securities
under the Securities Act as provided in Section 2 or Section 3, the Corporation
shall as promptly as practicable:



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     (i) if the registration is pursuant to Section 2, prepare and (within ninety
(90) days after the request of the Initial Requesting Holder has been given) file and use
its reasonable best efforts to cause to become effective as promptly as practicable a
Registration Statement relating to the Registrable Securities to be offered in accordance
with the intended method of disposition thereof;




     (ii) if the registration is pursuant to Section 2, prepare and file with the
SEC such amendments and supplements to such Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration Statement effective
and to comply with the provisions of the Securities Act with respect to the disposition of
all such Registrable Securities until such time as all of such Registrable Securities have
been disposed of in accordance with the intended methods of disposition set forth in such
Registration Statement;




     (iii) as far in advance as practicable but at least five (5) Business Days prior to
filing a Registration Statement or prospectus (or any amendment or supplement thereto),
furnish to each Selling Holder, for its review, copies of such Registration Statement or
prospectus (or amendment or supplement) as proposed to be filed (including, upon the request
of such Selling Holder, documents to be incorporated by reference therein); and provided,
that each Selling Holder may request reasonable changes to such Registration Statement or
prospectus (or amendment or supplement) and the Corporation shall be required to comply
therewith (A) if the Selling Holder is an Initial Stockholder, and such Initial Stockholder
reasonably believes that the provisions in question would have an impact or effect on such
Initial Stockholder, or (B) solely to the extent necessary, if at all, to lawfully complete
the filing or maintain the effectiveness thereof;




     (iv) furnish to the Selling Holders and to any underwriter of such Registrable
Securities such number of conformed copies of such Registration Statement and of each such
amendment and supplement thereto (in each case including all exhibits), such number of
copies of the prospectus included in such Registration Statement (including each preliminary
prospectus and any summary prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such Registration Statement or
prospectus, each free writing prospectus incident thereto, and such other documents as the
Selling Holders or such underwriter may reasonably request, and a copy of any and all
transmittal letters or other correspondence to or received from the SEC or any other
governmental agency or self-regulatory body or other body having jurisdiction (including any
domestic or foreign securities exchange) relating to such offering;




     (v) ensure that at the time of pricing the offering of any Registrable Securities, the
Registration Statement, prospectus or prospectus supplement included in such Registration
Statement, as then in effect, and any free writing prospectus related thereto, includes all
information necessary such that a seller of such Registrable Securities would not be liable
under Section 12(a)(2) of the Securities Act, and such offering and the sale of such
Registrable Securities in connection therewith would not constitute a violation of
Section 17(a)(2) of the Securities Act;



11









 






     (vi) after the filing of the Registration Statement, promptly notify each Selling
Holder in writing of the effectiveness thereof and of any stop order issued or threatened by
the SEC and take all commercially reasonable actions required to prevent the entry of such
stop order or to promptly remove it if entered and promptly notify each Selling Holder of
such lifting or withdrawal of such order;




     (vii) take all reasonable action to ensure that any free writing prospectus utilized in
connection with any registration covered by this Section 6 complies in all material
respects with the Securities Act, is filed in accordance with the Securities Act to the
extent required thereby, is retained in accordance with the Securities Act to the extent
required thereby and, when taken together with the related prospectus and any free writing
prospectus, will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;




     (viii) use reasonable best efforts to register or qualify all Registrable Securities
covered by such Registration Statement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or any underwriter of such Registrable Securities shall
request, and promptly notify the Selling Holders of the receipt of any notification with
respect to the suspension of the qualification of Registrable Securities for sale or offer
in any such jurisdiction;




     (ix) use reasonable best efforts to obtain all appropriate registrations, permits and
consents in connection therewith, and do any and all other acts and things (including,
without limitation, reasonable best efforts to promptly remove any such suspension) which
may be necessary or advisable to enable the Selling Holders or any such underwriter to
consummate the disposition in such jurisdictions of the Registrable Securities covered by
such Registration Statement; provided, that the Corporation shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any such
jurisdiction wherein it is not so qualified, to consent to general service of process in any
such jurisdiction or to amend its certificate of incorporation or bylaws;




     (x) furnish to each Selling Holder and, in an underwritten public offering, to any
underwriter of such Registrable Securities (A) an opinion of counsel for the Corporation
addressed to such underwriter and each Selling Holder and dated the date of the closing
under the underwriting agreement (if any) (or if such offering is not underwritten, dated
the effective date of the Registration Statement) and (B) “cold comfort” letters dated as of
the effective date of the Registration Statement and brought down to the date of closing
under the underwriting agreement addressed to such underwriter and each Selling Holder and
signed by the independent public accountants who have audited the financial statements of
the Corporation included in such Registration Statement, in each such case covering
substantially the same matters with respect to such Registration Statement (and the
prospectus included therein) as are customarily covered in opinions of issuer’s counsel and
in accountants’ letters delivered to underwriters in connection with the consummation of
underwritten public offerings of securities and such other matters as the Selling Holder may
reasonably request and, in the



12









 







case of such accountants’ letter, with respect to events subsequent to the date of such
financial statements;




     (xi) if requested by the managing underwriter(s), use its reasonable best efforts to
list all such Registrable Securities covered by such registration on each securities
exchange and automated inter-dealer quotation system on which shares of Common Stock are
then listed;




     (xii) furnish for delivery in connection with the closing of any offering of
Registrable Securities pursuant to a registration effected pursuant to Section 2 or
Section 3 unlegended certificates representing ownership of the Registrable
Securities being sold in such denominations as shall be requested by the Selling Holders or
the underwriters, subject to receipt of undertakings by Holders regarding compliance with
the terms hereof;




     (xiii) not later than the effective date of the applicable Registration Statement,
provide (A) a transfer agent and registrar (if the Corporation does not already have such an
agent), (B) a CUSIP number for all Registrable Securities included in such Registration
Statement and (C) the applicable transfer agent with printed certificates for the
Registrable Securities which are in a form eligible for deposit with The Depository Trust
Company or other applicable clearing agency;




     (xiv) in the case of an underwritten offering, cause the senior executive officers of
the Corporation to participate in the customary “road show” presentations that may be
reasonably requested by the managing underwriter or underwriters in any such underwritten
offering and otherwise to facilitate, cooperate with, and participate in each proposed
offering contemplated herein and customary selling efforts related thereto; and




     (xv) otherwise use its reasonable best efforts to comply with all applicable securities
laws, including the rules and regulations of the SEC.



     (b) If the Corporation has delivered a prospectus, prospectus supplement or free writing
prospectus to the Selling Holders and after having done so the prospectus, prospectus supplement or
free writing prospectus is amended to comply with the requirements of the Securities Act, the
Corporation shall promptly notify the Selling Holders and, if requested, the Selling Holders shall
immediately cease making offers of Registrable Securities and return to the Corporation all
prospectuses, prospectus supplements and free writing prospectuses in their possession. The
Corporation shall promptly provide the Selling Holders with revised prospectuses, prospectus
supplements and free writing prospectus, as applicable, and, following receipt of the revised
prospectuses, prospectus supplements and free writing prospectuses, as applicable, the Selling
Holders shall be free to resume making offers of the Registrable Securities.



     (c) In the event that, in the judgment of the Corporation, it is advisable to suspend use of a
prospectus included in a Registration Statement due to pending material developments or other
events that have not yet been publicly disclosed and as to which the Corporation believes public
disclosure would be detrimental to the Corporation, the Corporation shall direct the



13









 




Selling Holders to discontinue sales of Registrable Securities pursuant to such Registration
Statement, and each Selling Holder shall immediately so discontinue, until such Selling Holder has
received copies of a supplemented or amended prospectus or until such Selling Holder is advised in
writing by the Corporation that the then current prospectus may be used and has received copies of
any additional or supplemental filings that are incorporated or deemed incorporated by reference in
such prospectus. The Corporation shall provide the Selling Holders with any such supplemented or
amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding
anything to the contrary in this Agreement, the Corporation shall not exercise its rights under
this Section 6(c) to suspend sales of Registrable Securities for a period in excess of
sixty (60) days consecutively or ninety (90) days in any three hundred sixty five (365) -day
period.



7. Underwriting; Due Diligence.




     (a) If requested by the underwriters for any underwritten offering of Registrable Securities
pursuant to a registration requested under Section 2 or Section 3, the Corporation
shall enter into an underwriting agreement with such underwriters for such offering, which
agreement will contain such representations and warranties and covenants by the Corporation and
such other terms and provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including indemnification and contribution provisions
substantially to the effect and to the extent provided in Section 8, and agreements as to
the provision of opinions of counsel and accountants’ letters to the effect and to the extent
provided in Section 6(a)(x). The Selling Holders on whose behalf the Registrable
Securities are to be distributed by such underwriters shall be parties to any such underwriting
agreement, which shall also contain such representations and warranties by such Selling Holders and
such other terms and provisions as are customarily contained in underwriting agreements with
respect to secondary distributions on the part of selling shareholders, including indemnification
and contribution provisions substantially to the effect and to the extent provided in Section
8. All of the representations and warranties by, and the other agreements on the part of, the
Corporation to and for the benefit of the underwriters included in each such underwriting agreement
shall also be made to and for the benefit of such Selling Holders and any or all of the conditions
precedent to the obligations of such underwriters under such underwriting agreement shall be
conditions precedent to the obligations of such Selling Holders. No Selling Holder shall be
required in any such underwriting agreement to make any representations or warranties to or
agreements with the Corporation or the underwriters other than representations, warranties or
agreements regarding such Selling Holder, such Selling Holder’s Registrable Securities, such
Selling Holder’s intended method of distribution and any other representations required by law or
reasonably required by the underwriters.



     (b) In connection with the preparation and filing of each Registration Statement registering
Registrable Securities under the Securities Act pursuant to Section 2 and Section
3, but not during any suspension period pursuant to Section 2(d) and Section
6(c), the Corporation shall give the Selling Holders and the underwriters, if any, and their
respective counsel and accountants such reasonable and customary access to its books, records and
properties and such opportunities to discuss the business and affairs of the Corporation with its
officers and the independent public accountants who have certified the financial statements of the
Corporation as shall be necessary, in the opinion of such Selling Holders and such underwriters or
their



14









 




respective counsel, to conduct a reasonable investigation within the meaning of the Securities
Act and to establish a due diligence defense thereunder; provided, that such Holders and the
underwriters and their respective counsel and accountants shall use their reasonable best efforts
to coordinate any such investigation of the books, records and properties of the Corporation.



8. Indemnification and Contribution.




     (a) Corporation’s Indemnification Obligations. The Corporation agrees to indemnify
and hold harmless each Selling Holder, all Affiliates of each Selling Holder, and each of their
respective directors, officers, members, managers, partners, employees, stockholders, agents and
advisors and each Person, if any, who controls each Selling Holder within the meaning of Section 15
of the Securities Act (collectively, the “Selling Holder Indemnified Persons”), from and against
any and all losses, claims, damages and liabilities (including any legal or other costs, fees and
expenses reasonably incurred in connection with defending or investigating any such action or
claim) insofar as such losses, claims, damages or liabilities arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or any amendment thereof, any free writing prospectus, any preliminary
prospectus or prospectus (as amended or supplemented) relating to the Registrable Securities,
(ii) any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (iii) any other information
provided by the Corporation, either directly or through the underwriters, to any purchaser of
Registrable Securities in connection with or at the time of sale of such Registrable Securities or
any omissions of material facts that any purchaser of Registrable Securities lacked at the time of
sale of such Registrable Securities; except insofar as such losses, claims, damages or liabilities
(A) relate to a transaction or sale made by a Selling Holder in violation of Section 6(c)
or (B) are caused by any such untrue statement or omission or alleged untrue statement or omission
which is based upon and in conformity with information relating to a Selling Holder which is
furnished to the Corporation in writing by such Selling Holder Indemnified Person expressly for use
therein; provided, that clause (B) shall not apply to the extent that the Selling Holder has
furnished in writing to the Corporation prior to the filing of any such Registration Statement,
amendment thereof, free writing prospectus, preliminary prospectus, prospectus or amendment of
supplement information expressly for use in such Registration Statement, amendment thereof, free
writing prospectus, preliminary prospectus, prospectus or amendment of supplement which corrected
or made not misleading information previously furnished to the Corporation, and the Corporation
failed to include such information therein.



     (b) Each Selling Holder agrees to indemnify and hold harmless the Corporation, all Affiliates
of the Corporation, each of their respective directors, officers, members, managers, partners,
employees, stockholders, agents and advisors and each Person, if any, who controls the Corporation
within the meaning of Section 15 of the Securities Act (collectively, the “Corporation Indemnified
Persons”), from and against any and all losses, claims, damages and liabilities (including any
legal or other costs, fees and expenses reasonably incurred in connection with defending or
investigating any such action or claim) insofar as such losses, claims, damages or liabilities
arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any amendment thereof, any free writing prospectus,
preliminary prospectus or prospectus (as amended or supplemented if the Corporation shall have
furnished any amendments or supplements thereto)



15









 




relating to the Registrable Securities, or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only with reference to information relating to such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for use in a Registration Statement, any
free writing prospectus, preliminary prospectus, prospectus or any amendments or supplements
thereto; provided, that such Selling Holder shall not be liable in any such case to the extent that
the Selling Holder has furnished in writing to the Corporation prior to the filing of any such
Registration Statement, free writing prospectus, preliminary prospectus, prospectus or amendment of
supplement information expressly for use in such Registration Statement, preliminary prospectus,
prospectus or amendment of supplement which corrected or made not misleading information previously
furnished to the Corporation, and the Corporation failed to include such information therein.
Notwithstanding any other provision of this Section 8, each Selling Holder’s obligations to
indemnify pursuant to this Section 8 are several, and not joint and several, and no Selling
Holder’s obligations to indemnify pursuant to this Section 8 in connection with any given
registration shall exceed the amount of net proceeds received by such Selling Holder in connection
with the offering of its Registrable Securities under such registration.




     (c) Each party indemnified under Sections 8(a) or 8(b) above shall, promptly
after receipt of notice of a claim or action against such indemnified party in respect of which
indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action
and the indemnifying party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such indemnified party, and shall assume the payment of all fees and
expenses; provided, that the failure of any indemnified party so to notify the indemnifying party
shall not relieve the indemnifying party of its obligations hereunder except to the extent that the
indemnifying party is materially prejudiced by such failure to notify. In any such action, any
indemnified party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) in
the reasonable judgment of such indemnified party representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them, in
which case the fees and expenses of such counsel shall be at the sole expense of the indemnifying
party. It is understood that the indemnifying party shall not, other than as provided in the
preceding sentence, be liable for the reasonable fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) at any time for all such indemnified parties, and
that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such
additional separate firm for the Holders as indemnified parties, such firm shall be designated in
writing by the indemnified party that had the largest number of Registrable Securities included in
such registration. The indemnifying party shall not be liable for any settlement of any claim or
action effected without its written consent, which consent shall not be unreasonably withheld or
delayed, but if settled with such consent, or if there be a final judgment for the plaintiff, the
indemnifying party shall indemnify and hold harmless such indemnified parties from and against any
loss or liability (to the extent stated above) by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened claim or action in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such indemnified party from all
liability arising out of such proceeding and imposes no



16









 




obligations on such indemnified party other than the payment of monetary damages (which
damages will be paid by the indemnifying party hereunder).




     (d) If the indemnification provided for in this Section 8 shall for any reason be
unavailable (other than in accordance with its terms) to an indemnified party in respect of any
loss, liability, cost, claim or damage referred to therein, then the indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or payable by the
indemnified party as a result of such loss, liability, cost, claim or damage in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the one hand and the
indemnified party on the other. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the indemnifying party
or the indemnified party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in
this Section 8(d) to the contrary, no indemnifying party (other than the Corporation) shall
be required pursuant to this Section 8(d) to contribute any amount in excess of the amount
by which the net proceeds received by such indemnifying party from the sale of Registrable
Securities in the offering to which the loss, liability, cost, claim or damage of the indemnified
parties relates exceeds the amount of any damages which such indemnifying party has otherwise been
required to pay by reason of such untrue statement or omission. The parties to this Agreement
agree that it would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding paragraph. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. If indemnification is available under this Section 8, the
indemnifying parties shall indemnify each indemnified party to the full extent provided in
Sections 8(a) and 8(b) hereof without regard to the relative fault of said
indemnifying parties or indemnified party.



     (e) Indemnification and contribution similar to that specified in the preceding paragraphs of
this Section 8 (with appropriate modifications) shall be given by the Corporation, the
Selling Holders and the underwriters with respect to any required registration or other
qualification of securities under any state law or regulation or Governmental Authority.



     (f) The obligations of the parties under this Section 8 shall be in addition to any
liability which any party may otherwise have to any other party.



     (g) The rights and obligations of the Corporation and the Selling Holders under this
Section 8 shall survive the termination of this Agreement.


9. Rule 144. The Corporation covenants that as soon as practicable after the Initial Public
Offering Date, it will file the reports required to be filed by it under the Securities Act and the
United States Securities Exchange Act of 1934, as amended, and in each case the rules and
regulations adopted by the SEC thereunder (or, if the Corporation is not required to file such
reports, it will, upon the request of any Holder, make publicly available other information so long
as necessary to permit sales pursuant to Rule 144 or 144A under the Securities Act), and it will
take such further action as any Holder may reasonably request, all to the extent required






17









 







from time to time to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 or 144A under the
Securities Act, as such Rules (i) may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the SEC.



10. Transfer of Registration Rights. Prior to an Initial Public Offering, the registration rights
of any Initial Stockholder with respect to Registrable Securities may be Transferred to any
Permitted Transferee of such Initial Stockholder who has agreed in writing to be bound by the terms
of the Stockholders’ Agreement, to the same extent, and in the same manner, as such Initial
Stockholder, which writing shall be reasonably satisfactory in form and substance to the
Corporation and shall include the address of such Permitted Transferee to which notices given
pursuant to this Agreement may be sent. After the Initial Public Offering, the registration rights
of any Holder under this Agreement with respect to Registrable Securities may be Transferred to any
transferee of such Registrable Securities (a “Transferee Holder,” and together with a Permitted
Transferee, a “Permitted Assignee”); provided, that (a) the Transferring Holder shall give the
Corporation notice at or prior to the time of such Transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under this Agreement are
to be Transferred, and (b) such transferee shall agree to execute a Joinder Agreement in
substantially the form attached hereto as Exhibit A. Each Holder and its Affiliates and
their Permitted Assignees shall collectively have that number of demand registration rights
pursuant to Section 2(b) that such Holder has individually pursuant to Section
2(b). Any Transfer of Registrable Securities other than as set forth in this Section
10 shall cause such Registrable Securities to lose such status.







18









 








11. Holdback Agreement. Each Holder, if requested by the Corporation and the managing underwriter
of securities of the Corporation in connection with (i) the Initial Public Offering or (ii) any
other underwritten public offering of the securities of the Corporation, agrees to enter into an
agreement consistent with then market practice for major bracket underwriters (a “Lock-up
Agreement”) not to sell or otherwise transfer or dispose of any shares of Common Stock (other than
in connection with such Holder’s registration rights hereunder) for such period of time (not to
exceed one hundred eighty (180) days for the Initial Public Offering and not to exceed ninety (90)
days for any other underwritten public offering) following the effective date of a Registration
Statement of the Corporation filed under the Securities Act (the “Lock-up Period”); provided, that
such Lock-up Agreement shall also bind the executive officers and directors of the Corporation, on
terms and conditions substantially similar to those which shall apply to the Holders and the
Corporation shall, if required by the underwriters, use commercially reasonable efforts to cause
other holders of at least five percent (5%) of the outstanding equity interests to enter into such
Lock-up Agreement; and provided, further, that such Lock-up Agreement shall provide that if the
managing underwriter(s) releases from the lock-up restrictions described in this Section 11
any Holder prior to the expiration of the Lock-up Period with respect to all or a percentage of the
Common Stock held by such Holder, that all other Holders subject to the lock-up shall be released
from such lock-up restrictions to the same extent and on the same terms and conditions.



12. Termination. All of the Corporation’s obligations to register Registrable Securities under
Section 2 or Section 3 with respect to a Holder shall terminate upon the date on
which such Holder holds no Registrable Securities.



13. Additional Registration Rights. Each of the Initial Stockholders acknowledges and agrees that
it no longer has any registration rights as set forth in Exhibit E to the Operating
Agreement of Molycorp, LLC, dated as of September 10, 2009, by and among RCF IV Speedwagon, Inc.,
GS Power Holdings LLC, PP IV Mountain Pass (AIV), LLC, TNA, MP and KMSMITH, and that its
registration rights with respect to securities of the Corporation are governed solely by this
Agreement.



14. Amendments. Subject to the proviso hereafter, this Agreement may be amended by the Board of
Directors of the Corporation, including to add additional holders of Common Stock (the “Joining
Stockholders”) in connection with the granting of registration rights to such Joining Stockholders,
with the written approval of Holders holding, in the aggregate, at least a seventy-six percent
(76%) of the Registrable Securities held by the Holders (and, in the case of the Initial
Stockholders, their Specified Transferees) then outstanding; provided, however, that,
notwithstanding anything in this Agreement to the contrary, (a) any such amendment to add Joining
Stockholders will be effective only if such Joining Holder shall have executed a Joinder Agreement
in substantially the form attached hereto as Exhibit A, (b) the Board of Directors of the
Corporation may amend Schedule 1 from time to time so as to accurately reflect the
information contained thereon upon (i) the addition of a Joining Stockholder to this Agreement,
(ii) the termination of a Holder’s Registration Rights in accordance with Section 12, or
(iii) any change in the address of a Holder as the Corporation is notified by such Holder; and (c)
any change to the Agreement that materially and adversely affects the material rights of a Holder
disproportionately to the other Holders shall also require the consent of such disproportionately
affected Holder, which consent may be withheld or conditioned in such Holder’s sole discretion.







19









 







15. Notices. Unless otherwise provided in this Agreement, any and all notices contemplated by this
Agreement shall be deemed adequately given if in writing and delivered (a) in hand, (b) by email to
the address of each Holder as set forth on Schedule 1 or in any Joinder Agreement (with
receipt confirmed), if at or prior to 5:00 pm local time of the recipient on a Business Day or, if
not, on the next succeeding Business Day, (c) upon receipt when sent by facsimile, if at or prior
to 5:00 pm local time of the recipient on a Business Day or, if not, on the next succeeding
Business Day, confirmed by one of the other methods for providing notice set forth herein, (d) one
(1) Business Day after being sent, postage prepaid, by nationally recognized overnight courier
(e.g., Federal Express), or (e) five (5) Business Days after being sent by certified or registered
mail, return receipt requested, postage prepaid, to the party or parties for whom such notices are
intended. All such notices shall be addressed, with respect to each Holder, to its address set
forth on Schedule 1 (which address such Holder may amend by providing notice to the
Corporation and each other Holder in accordance with the terms of this Section 15; all such
notices to the Corporation shall be addressed to the Corporation at the address of its principal
office at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111 or at such
other address as the Corporation may have designated by notice given in accordance with the terms
of this Section 15.



16. Miscellaneous.




     (a) Binding Agreement. The covenants and agreements herein contained shall inure to
the benefit of and be binding upon the parties hereto and their respective representatives,
successors in interest and permitted assigns.



     (b) Captions. Captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit, extend or describe the scope of this Agreement or the
intent of any provisions hereof.



     (c) Governing Law. 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 conflicts of law rules.



     (d) Arbitration.




     (i) 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
Section 16(c), the 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.



20









 






     (ii) 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.




     (iii) Within 20 days of the date of the Arbitration Notice, the parties commencing the
arbitration (collectively, the “Petitioner”) and the Corporation or the Holders 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).




     (iv) 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.




     (v) To the extent permissible under applicable law, the Corporation and the Holders
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 Corporation, the applicable Holders or their assets. Nothing contained
herein shall prevent the Corporation or a Holder from seeking preliminary injunctive relief
in a court of competent jurisdiction.



     (e) Construction. The language used in this Agreement shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict construction
will be applied against any party.



     (f) Severability. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof or thereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision was omitted. In the case
of any such invalidity or unenforceability, the parties hereto agree to use all commercially
reasonable efforts to achieve the purpose of such provisions by a new legally valid and enforceable
stipulation.



21









 





     (g) Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     (h) No Third Party Beneficiaries. Nothing in this Agreement, express or implied,
other than Section 8 (which is expressly for the benefit of the Selling Holder Indemnified
Persons and Corporation Indemnified Persons and may be enforced by them), is intended to or shall
confer upon any other person any legal or equitable right, benefit or remedy of any nature
whatsoever.



     (i) Entire Agreement. This Agreement contains the sole and entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.



[Signature Pages Follow]




22









 





          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed 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 	 
	 
	 	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 	 
	 



[Signature Page to Registration Rights Agreement]





 












 






	 	 	 	 	 
	 	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 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 Registration Rights 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 Registration Rights Agreement]





 









 





SCHEDULE 1




Holders





 









 








EXHIBIT A




FORM OF JOINDER AGREEMENT



     This JOINDER AGREEMENT to the Registration Rights Agreement (the “Joinder Agreement”) is made
and entered into as of ___, by and among Molycorp, Inc., a Delaware corporation
(the “Corporation”), and the undersigned (the “Joining Stockholder(s)”), and relates to that
certain Registration Rights Agreement dated as of ___(as amended from time to time, the
“Registration Rights Agreement”), by and among the Corporation, 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. Capitalized
terms used and not defined herein shall have the meanings ascribed to such terms in the
Registration Rights Agreement.



     WHEREAS, the Joining Stockholder(s) [is][are] acquiring shares of the common stock, par value
$0.01 per share, of the Corporation, and in connection therewith, the Corporation has agreed to
grant certain registration rights to such Joining Stockholder(s) as provided for in the
Registration Rights Agreement; and



     WHEREAS, the Joining Stockholder(s) [has][have] agreed to become a party to the Registration
Rights Agreement on the terms set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Agreement to be Bound. [Each][The] Joining Stockholder agrees that, upon the execution of this
Joinder Agreement, such Joining Stockholder shall become a party to the Registration Rights
Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions
of the Registration Rights Agreement and such Joining Stockholder(s) shall be deemed a “Joining
Stockholder” thereunder for all purposes.



2. Notices. The address, facsimile number and email address to which notices delivered pursuant to
the Registration Rights Agreement may be sent to the Joining Stockholder(s) is as follows:



                                        



                                        



                                        



3. Binding Effect. This Joinder Agreement shall be binding upon and shall inure to the benefit of,
and be enforceable by, the Corporation, the Initial Stockholders and the Joining Stockholder(s) and
their respective heirs, personal representatives, successors and assigns.



4. Severability. The invalidity or unenforceability of any particular provision of this Joinder
Agreement shall not affect the other provisions hereof or thereof, and this Joinder






 









 







Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. In the case of any such invalidity or unenforceability, the parties hereto agree to use
all commercially reasonable efforts to achieve the purpose of such provisions by a new legally
valid and enforceable stipulation.



6. Captions. Captions contained in this Joinder Agreement are inserted only as a matter of
convenience and in no way define, limit, extend or describe the scope of this Joinder Agreement or
the intent of any provisions hereof.



7. Counterparts. This Joinder Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



8. Governing Law. This Joinder 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 conflicts of law rules.




Signature Page Follows






 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly executed
as of the date first set forth above.




	 	 	 	 	 	 	 

	 	 	MOLYCORP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JOINING STOCKHOLDER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: