Exhibit 10.12





Exhibit 10.12




MOLYCORP, INC.




LOCK-UP LETTER




February 10, 2011




J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036




Ladies and Gentlemen:



The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co.
Incorporated (the “Representatives”) propose to enter into (i) an Underwriting Agreement (the
"Common Stock Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”),
and certain stockholders of the Company (the “Selling Stockholders”), providing for the public
offering by the several Underwriters to be named in Schedule 1 to the Common Stock Underwriting
Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the
common stock of the Company (the “Common Stock”) and (ii) an Underwriting Agreement (the
"Convertible Preferred Underwriting Agreement” and, together with the Common Stock Underwriting
Agreement, the “Underwriting Agreements”) with the Company, providing for the public offering
(together with the public offering of the Common Stock, the “Public Offerings”) by the several
Underwriters of shares of mandatory convertible preferred stock of the Company (the “Preferred
Stock”).



To induce the Underwriters that may participate in the Public Offerings to continue their
efforts in connection with the Public Offerings, the undersigned hereby agrees that, without the
prior written consent of the Representatives acting on behalf of the Underwriters, it will not,
during the period (the “restricted period”) commencing on the date hereof and ending 90 days after
the date of the final prospectuses relating to the Public Offerings (each, a “Prospectus”), (1)
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or Preferred Stock beneficially
owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act”)), by the undersigned or any other securities so owned convertible into or
exercisable or exchangeable for Common Stock or Preferred Stock or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of


 


 









 






the economic consequences of ownership of the Common Stock or Preferred Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the
exercise of a warrant or an option to purchase, or the settlement of any other equity award for,
shares of Common Stock (provided that any Shares received are subject to the restrictions contained
in this agreement), (b) in the case of an option to purchase shares of Common Stock expiring or
restricted shares of Common Stock vesting during the restricted period, the sale or transfer of
shares of Common Stock to the Company to satisfy any payment or withholding obligations in
connection with the exercise of such option or vesting of such restricted shares, or in connection
with any cashless exercise of a warrant to purchase shares of Common Stock, (c) the conversion of
any Preferred Stock or other equity interest of the Company into shares of Common Stock, (d) the
disposition of shares of Common Stock or Preferred Stock pursuant to the Public Offerings, (e)
transactions relating to shares of Common Stock, Preferred Stock or other securities acquired in
open market transactions after the completion of the Public Offerings, provided that no filing
under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in
connection with subsequent sales of Common Stock, Preferred Stock or other securities acquired in
such open market transactions; (f) transfers of shares of Common Stock, Preferred Stock or any
security convertible into Common Stock or Preferred Stock (1) as a bona fide gift or (2) to any
affiliate of the undersigned; (g) distributions of shares of Common Stock, Preferred Stock or any
security convertible into Common Stock or Preferred Stock to any partner, member or stockholders of
the undersigned; provided that in the case of any transfer or distribution pursuant to clause (f)
and (g) above, (i) each transferee or distributee shall sign and deliver a lock-up letter
substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange
Act, reporting a reduction in beneficial ownership of shares of Common Stock or Preferred Stock,
shall be required or shall be voluntarily made during the 90-day restricted period referred to in
the foregoing sentence, (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the
Exchange Act for the transfer of shares of Common Stock or Preferred Stock, provided that such plan
does not provide for the transfer of Common Stock or Preferred Stock during the 90-day restricted
period and no public announcement or filing under the Exchange Act regarding the establishment of
such plan shall be required of or voluntarily made by or on behalf of the undersigned or the
Company during the 90-day restricted period. In addition, the undersigned agrees that, without the
prior written consent of the Representatives acting on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 90 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the registration of any
shares of Common Stock, Preferred Stock or any security convertible into or exercisable or
exchangeable for Common Stock or Preferred Stock (except in respect of the Public Offerings). The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock and
Preferred Stock except in compliance with the foregoing restrictions.




If:



(1) during the last 17 days of the 90-day restricted period the Company issues an earnings
release or material news or a material event relating to the Company occurs; or


 


 









 





(2) prior to the expiration of the 90-day restricted period, the Company announces that it
will release earnings results during the 16-day period beginning on the last day of the restricted
period;



the restrictions imposed by this agreement shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the occurrence of the material
news or material event, unless the Representatives waive, in writing, such extension.



The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement
to provide written notice of any event that has resulted in an extension of the restricted period
and agrees that any such notice properly delivered will be deemed to have given to, and received
by, the undersigned.



This agreement shall automatically terminate and be of no further effect upon the earliest to
occur, if any, of: (i)(x) the Company advising the Representatives in writing, prior to execution
of the Convertible Preferred Underwriting Agreement, that it has determined not to proceed with the
Public Offerings and (y) the Selling Stockholders advising the Representatives in writing, prior to
the execution of the Common Stock Underwriting Agreement, that they have determined not to proceed
with the Public Offering of Common Stock, (ii) the termination of both the Common Stock
Underwriting Agreement and the Convertible Preferred Underwriting Agreement before the sale of any
Common Stock or Preferred Stock to the Underwriters and (iii) April 30, 2011 if a closing for
neither of the Public Offerings has occurred as of that time.



The undersigned understands that the Company and the Underwriters are relying upon this
agreement in proceeding toward consummation of the Public Offerings. The undersigned further
understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.



Whether or not the Public Offerings actually occur depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.


 


 









 





	 	 	 	 	 
	 	PP IV MOUNTAIN PASS II, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P.
Managing Member
 	 
	 	 	 	 
	 	By:  	Pegasus Investors IV GP, L.L.C.
General Partner
 	 
	 	 	 	 
	 	By:  	/s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to lock-up letter]