Common use of Issue and Ownership of the Special Voting Share Clause in Contracts

Issue and Ownership of the Special Voting Share. Trilogy Parent has issued to and shall deposit with the Trustee the Special Voting Share, and the Trustee shall acknowledges the delivery of the certificate representing such share, to be thereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries in accordance with the provisions of this Agreement. Trilogy Parent hereby acknowledges receipt from SG Enterprises II, LLC, for and on behalf of the Beneficiaries, of $1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Trilogy Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall have control and the exclusive administration of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shall: (a) hold the Special Voting Share and all the rights related thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the Trust is created pursuant to this Agreement.

Issue and Ownership of the Special Voting Share. Trilogy Parent has issued Immediately following the execution of this Agreement, Holdings shall allot and issue to and shall deposit with the Trustee the Special Voting Share, Share (and the Trustee shall acknowledges the delivery of deliver the certificate representing such share, the Special Voting Share to the Trustee) to be thereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries in accordance with the provisions of this Agreement. Trilogy Parent Holdings hereby acknowledges receipt from SG Enterprises II, LLC, for and on behalf of the Beneficiaries, Trustee of $1.00 and other good and valuable consideration (and the adequacy thereof) for the allotment and issuance of the Special Voting Share by Trilogy Parent Holdings to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall have control and the exclusive administration of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shall: (a) hold the Special Voting Share and all the rights related thereto as trustee solely for the use and benefit of the Beneficiaries as and to the extent provided in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the this Trust is created pursuant to this Agreement.

Issue and Ownership of the Special Voting Share. Trilogy Promptly following execution and delivery of this Agreement, the Parent has issued shall issue to and shall deposit with the Trustee in certificated form the Special Voting Share, and the Trustee shall acknowledges the delivery of the certificate representing such share, Share to be thereafter hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Trilogy The Parent hereby acknowledges receipt from SG Enterprises IIthe Trustee, LLC, as trustee for and on behalf of the Beneficiaries, of $1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Trilogy the Parent to the Trustee. During the term of the Trust Trust, and subject to the terms and conditions of this Agreement, the Trustee shall have control possess and the exclusive administration be vested with full legal ownership of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shallShare; provided, however, that: (a) the Trustee shall hold the Special Voting Share and all the rights related legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the this Trust is created pursuant to this Agreement.

Issue and Ownership of the Special Voting Share. Trilogy Immediately following execution and delivery of this Agreement, the Parent has issued shall issue to and shall deposit with the Trustee in certificated form the Special Voting Share, and the Trustee shall acknowledges the delivery of the certificate representing such share, Share to be thereafter hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Trilogy The Parent hereby acknowledges receipt from SG Enterprises IIthe Trustee, LLC, as trustee for and on behalf of the Beneficiaries, of $1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Trilogy the Parent to the Trustee. During the term of the Trust Trust, and subject to the terms and conditions of this Agreement, the Trustee shall have control possess and the exclusive administration be vested with full legal ownership of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shallShare; provided, however, that: (a) the Trustee shall hold the Special Voting Share and all the rights related legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the this Trust is created pursuant to this Agreement.

Issue and Ownership of the Special Voting Share. Trilogy Parent has issued Immediately following the execution and delivery of this Agreement, Rockford shall issue to and shall deposit with the Trustee the Special Voting Share, and the Trustee shall acknowledges the delivery of the certificate representing such share, Share to be thereafter hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Trilogy Parent Rockford hereby acknowledges receipt from SG Enterprises IIthe Trustee, LLC, as trustee for and on behalf of the Beneficiaries, of $1.00 1 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Trilogy Parent Rockford to the Trustee. During the term of the Trust Trust, and subject to the terms and conditions of this Agreement, the Trustee shall have control possess and the exclusive administration be vested with full legal ownership of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shallShare; provided, however, that: (a) the Trustee shall hold the Special Voting Share and all the rights related legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the this Trust is created pursuant to this Agreement.

Issue and Ownership of the Special Voting Share. Trilogy Parent has issued Immediately following execution and delivery of this Agreement, Molycorp shall issue to and shall deposit with the Trustee the Special Voting Share, and the Trustee shall acknowledges the delivery of the certificate representing such share, Share to be thereafter hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Trilogy Parent Molycorp hereby acknowledges receipt from SG Enterprises IIthe Trustee, LLC, as trustee for and on behalf of the Beneficiaries, of $1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Trilogy Parent Molycorp to the Trustee. During the term of the Trust Trust, and subject to the terms and conditions of this Agreement, the Trustee shall have control possess and the exclusive administration be vested with full legal ownership of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share provided that the Trustee shallShare; provided, however, that: (a) the Trustee shall hold the Special Voting Share and all the rights related legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Share, Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting Share) other than the purposes for which the this Trust is created pursuant to this Agreement.