Exhibit 10.10






Exhibit 10.10




AGREEMENT CONCERNING REGISTRATION RIGHTS




Each of the undersigned securityholders (the “Selling Stockholders”) of Molycorp, Inc., a
Delaware corporation (the “Company”), is a party to the Registration Rights Agreement, dated as of
April 15, 2010 (the “Agreement”), by and among Resource Capital Fund IV L.P., a Cayman Island
limited partnership, Resource Capital Fund V L.P., a Cayman Island limited partnership, PP IV
Mountain Pass II, LLC, a Delaware limited liability company, PP IV MP AIV 1, LLC, a Delaware
limited liability company, PP IV MP AIV 2, LLC, a Delaware limited liability company, PP IV MP AIV
3, LLC, a Delaware limited liability company, TNA Moly Group LLC, a Delaware limited liability
company, MP Rare Company LLC, a Delaware limited liability company, and KMSMITH LLC, a Delaware
limited liability company. Terms used herein but not otherwise defined herein are used as defined
in the Agreement.



On January 24, 2011, the Company filed a registration statement on Form S-l, Registration No.
333-171827 (as the same may be amended or supplemented, the “Registration Statement”), with respect
to an underwritten offering of convertible preferred stock by the Company and an offering of common
stock of the Company by the Selling Stockholders, in each case registered under the Securities Act
of 1933 (such offerings, collectively, the “Public Offering”).



For good and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, each of the undersigned hereby agrees as follows:



1. Each of the undersigned hereby waives any written notice required to be provided by the
Company pursuant to Section 3(a) of the Agreement in connection with the filing of the Registration
Statement and the Public Offering.



2. Notwithstanding the provisions of the Agreement, the Selling Stockholders acknowledge that
the Company is providing the Selling Stockholders the opportunity to sell Registrable Securities in
the Public Offering and agree that they will jointly advise the Company of the number of
Registrable Securities that each will elect to have included in the Registration Statement and
Public Offering a reasonable amount of time prior to the commencement of the Public Offering.



3. Each of the undersigned covenants and agrees to execute such instruments and perform such
acts as shall be necessary to carry out the terms of this waiver and which are consistent with the
Agreement.



4. Each of the undersigned agrees that, except as expressly provided in Sections 2 an 3 above,
this instrument shall not be construed as a waiver or amendment of the terms and provisions of the
Agreement.



5. This instrument and the rights and obligations of the undersigned with respect to this
instrument shall be governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to its conflict of laws provisions.



6. This instrument may executed in counterparts, and will be effective when a counterpart
hereof has been executed and dated by each of the undersigned.


 


 









 





IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has duly
executed this instrument as of the date(s) set forth below.



	 	 	 	 	 
	 	





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
 	 
	 	 	Dated:  	
 	 
	 
	 	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
 	 
	 	 	Dated:  	
 	 


 


 









 







	 	 	 	 	 
	 	PP IV MOUNTAIN PASS II, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P.,
 Managing Member
 	 
	 	 	 
	 	By:  	              /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person
 	 
	 	 	Dated:   	1/25/2011
 	 
	 
	 	PP IV MP AIV 1, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P., 
Managing Member
 	 
	 	 	 
	 	By:  	                                              /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person
 	 
	 	 	Date:  	
 1/25/2011 	 
	 
	 	PP IV MP AIV 2, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P.,
 Managing Member
 	 
	 	 	 
	 	By:  	                                              /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person
 	 
	 	 	Date:  	
 1/25/2011 	 
	 
	 	PP IV MP AIV 3, LLC

 	 
	 	By:  	Pegasus Investors IV, L.P., 
Managing Member
 	 
	 	 	 
	 	By:  	                                              /s/ Alec Machiels
 	 
	 	 	Name:  	Alec Machiels 	 
	 	 	Title:  	Authorized Person
 	 
	 	 	Date:  	
 1/25/2011 	 


 


 









 






	 	 	 	 	 
	 	TNA MOLY GROUP LLC

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

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



 


 











 






	 	 	 	 	 
	 	MOLYCORP, INC.

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