0001104659-12-072583 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • October 31st, 2012 • General Moly, Inc • Metal mining • New York

THIS CERTIFIES THAT, FOR VALUE RECEIVED AS OF OCTOBER 26, 2012 (the “Issuance Date”), Hanlong (USA) Mining Investment, Inc. or its registered assign(s) (the “Holder”) is entitled to purchase from General Moly, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions set forth in this Warrant (this “Warrant”), up to ten million (10,000,000) duly authorized, validly issued, fully paid and nonassessable shares of common stock (“Common Stock”), of the Company, at any time commencing on April 26, 2013 (the “Commencement Date”), and expiring at 5:00 p.m., Denver, Colorado time, on the thirty-month anniversary of the Issuance Date or such earlier date as provided in Section 6 below (the “Expiration Time”). The price for each share of Common Stock purchased hereunder (as may be adjusted as set forth herein, collectively the “Warrant Shares”) is $4.23 per share until expiration of this Warrant (as adjusted as set forth herein, the “Purchase Price”).

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AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT OF GENERAL MOLY, INC.
Stockholder Agreement • October 31st, 2012 • General Moly, Inc • Metal mining

Amendment No. 1, dated October 26, 2012 (“Amendment”) to Stockholder Agreement, dated as of December 20, 2010, (“Stockholder Agreement”), between General Moly, Inc., a Delaware Corporation (the “Company”) and Hanlong (USA) Mining Investment, Inc., a Delaware corporation (“Hanlong”).

SUBORDINATED LOAN AGREEMENT BETWEEN GENERAL MOLY, INC. AND HANLONG (USA) MINING INVESTMENT, INC. Dated as of October 26, 2012
Subordinated Loan Agreement • October 31st, 2012 • General Moly, Inc • Metal mining • New York

THIS SUBORDINATED LOAN AGREEMENT (this “Agreement”), dated October 26, 2012 (the “Signing Date”), is between General Moly, Inc., a Delaware corporation (the “Company”), and Hanlong (USA) Mining Investment, Inc., a Delaware corporation (“Lender”).

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