REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2010 • Molycorp, Inc. • Metal mining • Delaware
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”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 25th, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of April 15, 2010 (the “Effective Date”), is made by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), and the Persons identified on Schedule 1 attached hereto and any other person who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (collectively, the “Stockholders,” and each individually, a “Stockholder”).
Re: Letter AgreementMolycorp, Inc. • May 25th, 2010 • Metal mining
This letter agreement will serve to confirm our understanding regarding the purchase of Didymium Oxide (Product) by Traxys North America LLC (Traxys) from Molycorp Minerals, LLC (Molycorp) on the following terms:
CONTRIBUTION AGREEMENTContribution Agreement • May 25th, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of April, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Molycorp, LLC, a Delaware limited liability company (“Molycorp LLC”), Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp Minerals”), Resource Capital Fund IV L.P., a Cayman Islands limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Islands limited partnership (“RCF V”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP II LLC”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PP AIV 3,” together with PP II LLC, PP AIV 1 and PP AIV 2, the “Pegasus Entities”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP”), KMSMIT
Form of Restricted Stock Agreement Molycorp, Inc.Form of Restricted Stock Agreement • May 25th, 2010 • Molycorp, Inc. • Metal mining • Delaware
This Agreement is being entered into in connection with the exchange of the Employee’s incentive shares of Molycorp Minerals, LLC for shares of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) pursuant to that certain Contribution Agreement (the “Contribution Agreement”), dated as of , 2010, by and among the Company, Molycorp LLC, Molycorp Minerals and [ ].
