Unassociated Document


    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-1, 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
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 Section 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 be 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:

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                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:

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                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:

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                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:

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
        
          
            
              
                	 
      	
                        TNA
      MOLY GROUP LLC

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Mark S. Kristoff

                      
	 
      	 
      	
                        Name:  Mark
      S. Kristoff

                      
	 
      	 
      	
                        Title:  Managing
      Member

                      
	 
      	 
      	
                        Date:

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        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