0000950123-10-065055 Sample Contracts

28,125,000] Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 13th, 2010 • Molycorp, Inc. • Metal mining • New York

The undersigned understands that Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters to be named in Schedule 1 to the Underwriting Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock of the Company (the “Common Stock”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 13th, 2010 • Molycorp, Inc. • Metal mining • Delaware

This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Molycorp, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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