Exhibit 4.1


 




 





 


STOCKHOLDER RIGHTS
AGREEMENT


 


dated as of


 


March 4, 2010


 


between General Moly, Inc.


 


and


 


Registrar and Transfer
Company


 


as Rights Agent


 




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II THE RIGHTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  Summary
  of Rights

  	
   

  	
  7

  
	
  2.2

  	
  Legend
  on Common Stock Certificates

  	
   

  	
  7

  
	
  2.3

  	
  Exercise
  of Rights; Separation of Rights

  	
   

  	
  8

  
	
  2.4

  	
  Adjustments
  to Exercise Price; Number of Rights

  	
   

  	
  10

  
	
  2.5

  	
  Date
  on Which Exercise is Effective

  	
   

  	
  11

  
	
  2.6

  	
  Execution,
  Authentication, Delivery and Dating of Rights Certificates

  	
   

  	
  11

  
	
  2.7

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  	
  12

  
	
  2.8

  	
  Mutilated,
  Destroyed, Lost and Stolen Rights Certificates

  	
   

  	
  12

  
	
  2.9

  	
  Persons
  Deemed Owners

  	
   

  	
  13

  
	
  2.10

  	
  Delivery
  and Cancellation of Certificates

  	
   

  	
  13

  
	
  2.11

  	
  Agreement
  of Rights Holders

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF
  CERTAIN TRANSACTIONS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
  Flip-in

  	
   

  	
  14

  
	
  3.2

  	
  Flip-over

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV THE RIGHTS AGENT

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  General

  	
   

  	
  17

  
	
  4.2

  	
  Merger,
  Consolidation or Change of Name of Rights Agent

  	
   

  	
  17

  
	
  4.3

  	
  Duties
  of Rights Agent

  	
   

  	
  18

  
	
  4.4

  	
  Change
  of Rights Agent

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V MISCELLANEOUS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  Redemption

  	
   

  	
  21

  
	
  5.2

  	
  Expiration

  	
   

  	
  21

  
	
  5.3

  	
  Issuance
  of New Rights Certificates

  	
   

  	
  21

  
	
  5.4

  	
  Supplements
  and Amendments

  	
   

  	
  22

  
	
  5.5

  	
  Fractional
  Shares

  	
   

  	
  22

  
	
  5.6

  	
  Rights
  of Action

  	
   

  	
  22

  
	
  5.7

  	
  Holder
  of Rights Not Deemed a Stockholder

  	
   

  	
  23

  
	
  5.8

  	
  Notice
  of Proposed Actions

  	
   

  	
  23

  
	
  5.9

  	
  Notices

  	
   

  	
  23

  
	
  5.10

  	
  Suspension
  of Exercisability

  	
   

  	
  24

  
	
  5.11

  	
  Costs
  of Enforcement

  	
   

  	
  24

  
	
  5.12

  	
  Successors

  	
   

  	
  25

  
	
  5.13

  	
  Benefits
  of this Agreement

  	
   

  	
  25

  
	
  5.14

  	
  Determination
  and Actions by the Board of Directors, etc.

  	
   

  	
  25

  
	
  5.15

  	
  Fiduciary
  Responsibilities of the Board of Directors

  	
   

  	
  25

  
	
  5.16

  	
  Descriptive
  Headings; Section References

  	
   

  	
  25

  



 


i

















 


	
  5.17

  	
  GOVERNING
  LAW

  	
   

  	
  25

  
	
  5.18

  	
  Counterparts

  	
   

  	
  25

  
	
  5.19

  	
  Severability

  	
   

  	
  26

  



 


EXHIBITS


 


Exhibit A Form of Rights Certificate (Together with Form of
Election to Exercise)


 


Exhibit B Form of Certificate of Designation of Junior
Participating Preferred Stock


 


ii

















 


STOCKHOLDER
RIGHTS AGREEMENT


 


STOCKHOLDER
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 4,
2010 between General Moly, Inc., a Delaware corporation (the “Company”),
and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent
(the “Rights Agent,” which term shall include any successor Rights Agent
hereunder).


 


WITNESSETH:


 


WHEREAS,
the Board of Directors of the Company (the “Board of Directors”) has (a) authorized
and declared a dividend of one preferred share purchase right (a “Right”) for
each share of Common Stock (as hereinafter defined) held of record as of the
Close of Business (as hereinafter defined) on March 15, 2010 (the “Record
Date”) and (b) as provided in Section 2.4, authorized the issuance of
one Right in respect of each share of Common Stock issued after the Record Date
and prior to the Distribution Date (as hereinafter defined) and, to the extent
provided in Section 5.3, each share of Common Stock issued after the
Distribution Date; and


 


WHEREAS,
the Company desires to appoint the Rights Agent to act on behalf of the
Company, and the Rights Agent is willing so to act, in connection with the
issuance, transfer, exchange and replacement of Rights Certificates (as
hereinafter defined), the exercise of Rights and other matters referred to
herein.


 


NOW
THEREFORE, in consideration of the premises and the respective agreements set
forth herein, the parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1           Definitions.  For purposes of this Agreement, the following
terms have the meanings indicated:


 


“Acquiring
Person” shall mean any Person who is or becomes the Beneficial Owner of 20% or
more of the outstanding shares of Common Stock; provided, however,
that the term “Acquiring Person” shall not include (a) the Company; (b) any
Subsidiary of the Company; (c) any employee stock ownership or other
employee benefit plan of the Company or a Subsidiary of the Company (or any
entity or trustee holding shares of Common Stock for or pursuant to the terms
of any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the
Company); (d) any Hanlong Party with respect to acquisitions of Beneficial
Ownership of shares of Common Stock pursuant to or permitted by the Hanlong
Agreement or the Hanlong Stockholder Agreement; or  (e) any Person (i) who is the
Beneficial Owner of 20% or more of the outstanding shares of Common Stock on
the date of this Agreement and who has continuously been, since the date of
this Agreement the Beneficial Owner of 20% or more of the outstanding shares of
Common Stock until such time hereafter as such Person shall become the
Beneficial Owner (other than by means of a stock dividend, stock split or
reclassification or pursuant to an award granted by the Company under any
equity-based compensation plan) of one or more additional shares of Common
Stock, unless, upon becoming the Beneficial Owner of such additional shares 


 

















 


of Common Stock, such Person is not then the
Beneficial Owner of 20% or more (which calculation shall include the additional
shares acquired) of the then outstanding shares of Common Stock, (ii) who
becomes the Beneficial Owner of 20% or more of the outstanding shares of Common
Stock solely as a result of an acquisition by the Company of shares of Common
Stock until such time thereafter as such Person shall become the Beneficial
Owner (other than by means of a stock dividend, stock split or
reclassification) of one or more additional shares of Common Stock while such
Person is or as a result of which such Person becomes the Beneficial Owner of
20% or more of the outstanding shares of Common Stock, (iii) who becomes
the Beneficial Owner of 20% or more of the outstanding shares of Common Stock
but who (in the good faith determination of the Board of Directors) acquired
Beneficial Ownership of shares of Common Stock inadvertently and without any
plan or intention to seek or affect control of the Company, if such Person
promptly divests, or promptly enters into an irrevocable agreement with, and
satisfactory to, the Company, in its sole discretion, to divest, and
subsequently divests in accordance with the terms of such agreement (without
exercising or retaining any power, including voting power, with respect to such
shares), sufficient shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for, Common Stock) so that such Person ceases
to be the Beneficial Owner of 20% or more of the outstanding shares of Common
Stock, (iv) who becomes the Beneficial Owner of 20% or more of the
outstanding shares of Common Stock as a result of the acquisition of shares of
Common Stock directly from the Company, as long as, prior to the acquisition of
shares of Common Stock directly from the Company, the Company has been apprised
by any such Person of the number of shares of Common Stock Beneficially Owned
by such person immediately prior to any such acquisition; provided, however,
that if a Person shall become the Beneficial Owner of 20% or more of the shares
of Common Stock then outstanding as a result of a direct purchase from the
Company and shall, after that date, acquire one or more additional shares of
Common Stock without the prior written consent of the Company and shall then
Beneficially Own more than 20% of the shares of Common Stock then outstanding,
then such Person shall be deemed to be an “Acquiring Person,” or (v) who
Beneficially Owns shares of Common Stock consisting solely of one or more of (A) shares
of Common Stock Beneficially Owned pursuant to the grant or exercise of an
option granted to such Person (an “Option Holder”) by the Company in connection
with an agreement to merge with, or acquire, the Company entered into prior to
a Flip-in Date, (B) shares of Common Stock (or securities convertible
into, exchangeable into or exercisable for Common Stock) Beneficially Owned by
such Option Holder or its Affiliates or Associates at the time of grant of such
option and (C) shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) acquired by Affiliates or
Associates of such Option Holder after the time of such grant which, in the
aggregate, amount to less than 1% of the outstanding shares of Common Stock.


 


“Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2
under the Exchange Act, as such Rule is in effect on the date of this
Agreement.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


A
Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial
Ownership” of, and to “Beneficially Own,” (or any derivative of such phrases)
any securities (i) as to which such Person or any of such Person’s
Affiliates or Associates is or may be deemed to be, directly or indirectly, the
beneficial owner of pursuant to Rule 13d-3 and Rule 13d-5 under 


 


2

















 


the Exchange Act, as such Rules are in effect on
the date of this Agreement, (ii) as to which such Person or any of such
Person’s Affiliates or Associates has the right to become Beneficial Owner
(whether such right is exercisable immediately or only after the passage of
time or the occurrence of conditions) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the “Beneficial Owner” or to
have “Beneficial Ownership” of, or to “Beneficially Own,” any security (i) solely
because such security has been tendered pursuant to a tender or exchange offer
made by such Person or any of such Person’s Affiliates or Associates until such
tendered security is accepted for payment or exchange, (ii) acquired by a
Person engaged in business as an underwriter of securities through
participation as an underwriter or selling group member in good faith in a firm
commitment underwriting until the expiration of 40 days after the date of such
acquisition or (iii) solely because such Person or any of such Person’s
Affiliates or Associates has or shares the power to vote or direct the voting
of such security pursuant to a revocable proxy or consent given in response to
a public proxy or consent solicitation made to more than ten holders of shares
of a class of stock of the Company registered under Section 12 of the
Exchange Act and pursuant to, and in accordance with, the applicable rules and
regulations under the Exchange Act, except if such power (or the arrangements
relating thereto) is then reportable under Item 6 of Schedule 13D under
the Exchange Act (or any similar provision of a comparable or successor
statement).  Notwithstanding the
foregoing, no officer or director of the Company shall be deemed to
Beneficially Own any securities of any other Person solely by virtue of any
actions such officer or director takes in such capacity.  For purposes of this Agreement, in
determining the percentage of the outstanding shares of Common Stock with
respect to which a Person is the Beneficial Owner, all shares as to which such
Person is deemed the Beneficial Owner shall be deemed outstanding.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which banking
institutions in New York, New York are generally authorized or obligated by law
or executive order to close.


 


“Close
of Business” on any given date shall mean 5:00 p.m. New York, New York
time on such date or, if such date is not a Business Day, 5:00 p.m. New
York, New York  time on the next succeeding
Business Day.


 


“Common
Stock” shall mean the shares of Common Stock, par value $0.001 per share, of
the Company.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Definitive
Acquisition Agreement” shall mean any agreement entered into by the Company
that is conditioned on the approval by the holders of not less than a majority
of the outstanding shares of Common Stock entitled to vote at a meeting of the
stockholders called with respect to (i) a merger, consolidation,
recapitalization, reorganization, share exchange, business combination or
similar transaction involving the Company or (ii) the acquisition in any
manner, directly or indirectly, of more than 50% of the consolidated total
assets (including, without limitation, equity securities of its subsidiaries)
of the Company.


 


3

















 


“Distribution
Date” shall mean the earlier of (i) the Close of Business on the tenth
Business Day (or such later date as the Board of Directors may from time to
time fix by resolution adopted prior to the Distribution Date that would
otherwise have occurred) after the date on which any Person (other than the
Company, any Subsidiaries of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company or any Person holding shares of Common
Stock for or pursuant to the terms of any such plan) commences a tender or
exchange offer which, if consummated, would result in such Person becoming an
Acquiring Person and (ii) the time of the first event causing a Flip-in
Date to occur; provided, that if any tender or exchange offer referred
to in clause (i) of this paragraph is cancelled, terminated or
otherwise withdrawn prior to the Distribution Date without the purchase of any
shares of Common Stock pursuant thereto, such offer shall be deemed, for
purposes of this paragraph, never to have been made.


 


“Election
to Exercise” shall have the meaning set forth in Section 2.3(d).


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Exchange
Ratio” shall have the meaning set forth in Section 3.1(c).


 


“Exchange
Time” shall mean the time at which the right to exercise the Rights shall
terminate pursuant to Section 3.1(c).


 


“Exemption
Date” shall have the meaning set forth in Section 5.1(d).


 


“Exercise
Price” shall mean, as of any date, the price at which a holder may purchase the
securities issuable upon exercise of one whole Right.  Until adjustment thereof in accordance with
the terms hereof, the Exercise Price shall equal $15.00.


 


“Expansion
Factor” shall have the meaning set forth in Section 2.4(a).


 


“Final
Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the
Redemption Time and (iii) the Close of Business on the date that is the
earlier of (a) 30 days after the closing of the acquisition by a
Hanlong Party of Tranche 2 under the Hanlong Agreement and (b) December 31,
2011.


 


“Flip-in
Date” shall mean any Stock Acquisition Date or such later date and time as the
Board of Directors may from time to time fix by resolution adopted prior to the
Flip-in Date that would otherwise have occurred.


 


“Flip-over
Entity,” for purposes of Section 3.2, shall mean (i) in the case of a
Flip-over Event described in clause (i) of the definition thereof,
the Person issuing any securities into which shares of Common Stock are being
converted or exchanged and, if no such securities are being issued, the other
Person that is a party to such Flip-over Event and (ii) in the case of a Flip-over
Event referred to in clause (ii) of the definition thereof, the
Person receiving the greatest portion of the (A) assets or, (B) if (A) is
not readily determinable, operating income or cash flow being transferred in
such Flip-over Event, provided in all cases if such Person is a Subsidiary of
another Person, the ultimate parent entity of such Person shall be the
Flip-over Entity.


 


4

















 


“Flip-over
Stock” shall mean the capital stock (or similar equity interest) with the
greatest voting power in respect of the election of directors (or other persons
similarly responsible for the direction of the business and affairs) of the
Flip-over Entity.


 


“Flip-over
Event” shall mean a transaction or series of transactions, on or after a
Flip-in Date, in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a statutory share exchange with any
other Person if, at the time of consummation of the consolidation, merger or
statutory share exchange or at the time the Company enters into any agreement
with respect to any such consolidation, merger or statutory share exchange, the
Acquiring Person is the Beneficial Owner of 90% or more of the outstanding
shares of Common Stock or controls the Board of Directors and either (A) any
term of or arrangement concerning the treatment of shares of capital stock in
such consolidation, merger or statutory share exchange relating to the
Acquiring Person is not identical to the terms and arrangements relating to
other holders of the Common Stock or (B) the Person with whom the
transaction or series of transactions occurs is the Acquiring Person or an
Affiliate or Associate of the Acquiring Person or (ii) the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its
Subsidiaries (taken as a whole) to any Person (other than the Company or one or
more of its wholly owned Subsidiaries) or to two or more such Persons which are
Affiliates or Associates or are otherwise acting in concert, if, at the time of
the entry by the Company (or any such Subsidiary) into an agreement with
respect to such sale or transfer of assets, the Acquiring Person is the
Beneficial Owner of 90% or more of the outstanding shares of Common Stock or
controls the Board of Directors.  For
purposes of the foregoing description, the term “Acquiring Person” shall
include any Acquiring Person and its Affiliates and Associates, counted
together as a single Person.  An
Acquiring Person shall be deemed to control the Company’s Board of Directors
when, on or following a Stock Acquisition Date, the persons who were directors
of the Company (or persons nominated and/or appointed as directors by vote of a
majority of such persons) before the Stock Acquisition Date shall cease to
constitute a majority of the Company’s Board of Directors.


 


“Hanlong” shall mean Hanlong (Australia) Resources Pty
Ltd.


 


“Hanlong Agreement” shall mean the Securities Purchase
Agreement between the Company and Hanlong, dated as of March 4, 2010.


 


“Hanlong Party” shall mean Hanlong and any affiliate
of Hanlong that has acquired Common Stock and that has become a party to the
Hanlong Stockholder Agreement.


 


“Hanlong Stockholder Agreement” shall mean the
Stockholder Agreement between the Company and Hanlong dated as of March 4,
2010.


 


“Market
Price” per share of any securities on any date shall mean the average of the
daily closing prices per share of such securities 20 consecutive Trading
Days through and including the Trading Day immediately preceding such date; provided,
however, that if any event described in Section 2.4, or any
analogous event, shall have caused the closing prices used to determine the
Market Price on any Trading Days during such period of 20 Trading Days not
to 


 


5

















 


be fully comparable with the closing price on such
date, each such closing price so used shall be appropriately adjusted in order
to make it fully comparable with the closing price on such date.  The closing price per share of any securities
on any date shall be the last reported sale price, regular way, or, in case no
such sale takes place or is quoted on such date, the average of the closing bid
and asked prices, regular way, for each share of such securities, in either
case as reported: (a) with respect to the Company, in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the NYSE Amex Equities exchange and (b) with
respect to any other Person,  in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the securities
are listed or admitted to trading, or, if the securities are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in
use, or, if on any such date the securities are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the securities selected by the
Board of Directors.  If on any such date
no such market maker is making a market in the securities, the closing price
per share of such securities on such date shall mean the fair value per share
of such securities on such date as determined in good faith by the Board of
Directors, after consultation with a nationally recognized investment banking
firm, and set forth in a certificate delivered to the Rights Agent.


 


“Option
Holder” shall have the meaning set forth in the definition of Acquiring Person.


 


“Outside
Meeting Date” shall have the meaning set forth in Section 5.1(d).


 


“Person”
shall mean any individual, firm, partnership, limited liability company,
association, group (as such term is used in Rule 13d-5 under the Exchange
Act, as such Rule is in effect on the date of this Agreement), corporation
or other entity, including any successor (by merger or otherwise) thereof.


 


“Preferred
Stock” shall mean the Series A Junior Participating Preferred Stock, par
value $0.001 per share, of the Company created by a Certificate of Designation
in substantially the form set forth in Exhibit B hereto appropriately
completed.


 


“Record
Date” shall have the meaning set forth in the Recitals.


 


“Redemption
Price” shall mean an amount per Right equal to one-tenth of one cent ($0.001).


 


“Redemption
Time” shall mean the time at which the right to exercise the Rights shall
terminate pursuant to Section 5.1.


 


“Right”
shall have the meaning set forth in the Recitals.


 


“Rights
Agent” shall have the meaning set forth in the Preamble.


 


“Rights
Certificate” shall have the meaning set forth in Section 2.3(c).


 


6

















 


“Rights
Register” shall have the meaning set forth in Section 2.7(a).


 


“SEC”
shall mean the Securities Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Special
Meeting” shall have the meaning set forth in Section 5.1(d).


 


“Special
Meeting Demand” shall have the meaning set forth in Section 5.1(d).


 


“Special
Meeting Period” shall have the meaning set forth in Section 5.1(d).


 


“Stock
Acquisition Date” shall mean the earlier of (i) the first date on which
there shall be a public announcement (by any means) by (A) the Company
that a Person has become an Acquiring Person or (B) by an Acquiring Person
that such Person has become an Acquiring Person; or (ii) the date and time
on which any Acquiring Person becomes the Beneficial Owner of more than 50% of
the outstanding shares of Common Stock.


 


“Subsidiary”
of any specified Person shall mean any corporation or other entity of which a
majority of the voting power of the equity securities or a majority of the
equity or membership interest is Beneficially Owned, directly or indirectly, by
such Person.


 


“Successor”
shall mean the estate or legal representative of a deceased individual, the
beneficiary of a deceased individual’s estate, a trust created by a deceased
individual as grantor, or the beneficiary of a trust created by a deceased
individual as grantor.


 


“Trading
Day,” when used with respect to any securities, shall mean a day on which the
NYSE Amex Equities exchange is open for the transaction of business or, if such
securities are not listed or admitted to trading on the NYSE Amex Equities
exchange, a day on which the principal national securities exchange on which
such securities are listed or admitted to trading is open for the transaction
of business or, if such securities are not listed or admitted to trading on any
national securities exchange, a Business Day.


 


“Tranche
2” shall have the meaning specified in the Hanlong Agreement.


 


ARTICLE II


 


THE RIGHTS


 


2.1           Summary of Rights.  As soon as practicable after the Record Date,
the Company will send, by first-class postage-prepaid mail, a letter
summarizing the terms of the Rights to each holder of record of Common Stock as
of the Record Date, at such holder’s address as shown by the records of the
Company.


 


2.2           Legend on Common Stock
Certificates.  Certificates for the
Common Stock issued on or after the Record Date but prior to the Distribution
Date shall evidence one Right for each share of Common Stock represented
thereby and shall have impressed on, printed on, written on or otherwise
affixed to them substantially the following legend:


 


7






 












 


Until the Distribution
Date (as defined in the Rights Agreement referred to below), this certificate
also evidences and entitles the holder hereof to certain Rights as set forth in
a Stockholder Rights Agreement, dated as of March 4, 2010 (as such may be amended
from time to time, the “Rights Agreement”), between General Moly, Inc.
(the “Company”) and Registrar and Transfer Company, as Rights Agent, the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of the Company.  Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be evidenced by separate certificates and
may no longer be evidenced by this certificate. 
The Company will mail or arrange for the mailing of a copy of the Rights
Agreement to the holder of this certificate without charge after the receipt of
a written request therefor.  As described
in the Rights Agreement, Rights issued to any Person who becomes an “Acquiring
Person” or its “Affiliates” or “Associates” (as defined in the Agreement) and
certain related Persons, whether currently held by or on behalf of such Person
or by any subsequent holder, shall become null and void.


 


Certificates representing shares of Common Stock that are issued and
outstanding at the Record Date shall, together with the letter mailed pursuant
to Section 2.1, evidence one Right for each share of Common Stock
evidenced thereby notwithstanding the absence of the foregoing legend.  Any certificates representing shares of
Common Stock held in the inventory of the Rights Agent shall be imprinted with,
or replaced with certificates including, the foregoing legend.


 


If the
Common Stock issued after the Record Date but prior to the Distribution Date
shall be uncertificated, the registration of such Common Stock on the stock
transfer books of the Company shall evidence one Right for each share of Common
Stock represented thereby and the Company shall mail to every Person that holds
such Common Stock a confirmation of the registration of such Common Stock on
the stock transfer books of the Company, which confirmation will have
impressed, printed, written or stamped thereon or otherwise affixed thereto the
above legend.  The Company shall mail or
arrange for the mailing of a copy of this Agreement to any Person that holds
Common Stock, as evidenced by the registration of the Common Stock in the name
of such Person on the stock transfer books of the Company, without charge,
after the receipt of a written request therefor.


 


2.3                                 Exercise of Rights; Separation of Rights.  (a) Subject
to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set
forth, each Right will entitle the holder thereof, at or after the Distribution
Date and prior to the Final Expiration Time, to purchase, for the Exercise
Price, one one-thousandth of a share of Preferred Stock.


 


(b)                                 Until the Distribution Date, (i) no
Right may be exercised and (ii) each Right will be evidenced by the
certificate for the associated share of Common Stock (or, if the Common Stock
shall be uncertificated, by the registration of the associated Common Stock on
the stock transfer books of the Company and the confirmation thereof provided
for in Section 2.2), together, in the case of certificates issued prior to
the Record Date, with the letter mailed to the record holder thereof pursuant
to Section 2.1, and will be transferable only together with, and will be
transferred by a transfer (whether with or without such letter or confirmation)
of, such associated share.


 


8

















 


(c)                                  Subject to the terms and conditions
hereof, at or after the Distribution Date and prior to the Final Expiration
Time, the Rights (i) may be exercised and (ii) may be transferred
independent of shares of Common Stock. 
Promptly following the Distribution Date, the Rights Agent will mail to
each holder of record of Common Stock as of the Distribution Date (other than
any Person whose Rights have become null and void pursuant to Section 3.1(b)),
at such holder’s address as shown by the records of the Company (the Company
hereby agreeing to furnish copies of such records to the Rights Agent for this
purpose), (x) a certificate (a “Rights Certificate”) in substantially the
form of Exhibit A hereto appropriately completed, representing the number
of Rights held by such holder at the Distribution Date and having such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement and as do not affect the rights or duties
of the Rights Agent, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
national securities exchange or quotation system on which the Rights may from
time to time be listed or traded, or to conform to usage, and (y) a
disclosure statement describing the Rights.


 


(d)                                 Subject to the terms and conditions
hereof, Rights may be exercised on any Business Day on or after the
Distribution Date and prior to the Final Expiration Time by submitting to the
Rights Agent the Rights Certificate evidencing such Rights with an Election to
Exercise (an “Election to Exercise”) substantially in the form attached to the
Rights Certificate duly and properly completed, accompanied by payment in cash,
or by certified or official bank check or money order payable to the order of
the Company, of a sum equal to the Exercise Price multiplied by the number of
Rights being exercised and a sum sufficient to cover any transfer tax or charge
which may be payable in respect of any transfer involved in the transfer or
delivery of Rights Certificates or the issuance or delivery of certificates
(or, if uncertificated, the registration on the stock transfer books of the
Company) for shares or depositary receipts (or both) in a name other than that
of the holder of the Rights being exercised.


 


(e)                                  Upon receipt of a Rights Certificate,
with an Election to Exercise accompanied by payment as set forth in Section 2.3(d),
and subject to the terms and conditions hereof, the Rights Agent will thereupon
promptly (i)(A) requisition from a transfer agent stock certificates
evidencing such number of shares or other securities to be purchased or, in the
case of uncertificated shares or other securities, requisition from a transfer
agent a notice setting forth such number of shares or other securities to be
purchased for which registration will be made on the stock transfer books of
the Company (the Company hereby irrevocably authorizing its transfer agents to
comply with all such requisitions), and (B) if the Company elects pursuant
to Section 5.5 not to issue certificates (or effect registrations on the
stock transfer books of the Company) representing fractional shares,
requisition from the depositary selected by the Company depositary receipts
representing the fractional shares to be purchased or requisition from the
Company the amount of cash to be paid in lieu of fractional shares in accordance
with Section 5.5 and (ii) after receipt of such certificates,
depositary receipts, notices and/or cash, deliver the same to or upon the order
of the registered holder of such Rights Certificate, registered (in the case of
certificates, depositary receipts or notices) in such name or names as may be
designated by such holder.


 


9

















 


(f)                                    In case the holder of any Rights shall
exercise less than all the Rights evidenced by such holder’s Rights
Certificate, a new Rights Certificate evidencing the Rights remaining
unexercised will be issued by the Rights Agent to such holder or to such holder’s
duly authorized assigns.


 


(g)                                 The Company covenants and agrees that it
will (i) take all such action as may be necessary to ensure that all
shares delivered (or evidenced by registration on the stock transfer books of
the Company) upon exercise of Rights shall, at the time of delivery of the
certificates (or registration) for such shares (subject to payment of the
Exercise Price), be duly and validly authorized, executed, issued and delivered
(or registered) and fully paid and nonassessable; (ii) take all such
action as may be necessary to comply with any applicable requirements of the
Securities Act and the Exchange Act, and the rules and regulations
thereunder, and any other applicable law, rule or regulation, in
connection with the issuance of any shares upon exercise of Rights; and (iii) pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the original issuance or delivery of the
Rights Certificates or of any shares issued upon the exercise of Rights, provided,
that the Company shall not be required to pay any transfer tax or charge which
may be payable in respect of any transfer involved in the transfer or delivery
of Rights Certificates or the issuance or delivery of certificates (or the
registration) for shares in a name other than that of the holder of the Rights
being transferred or exercised.


 


2.4                                 Adjustments to Exercise Price; Number of
Rights.  (a) In the event the Company shall at
any time after the Record Date and prior to the Distribution Date (i) declare
or pay a dividend on Common Stock payable in Common Stock, (ii) subdivide
the outstanding Common Stock or (iii) combine the outstanding Common Stock
into a smaller number of shares of Common Stock, then (x) the Exercise
Price in effect after such adjustment will be equal to the Exercise Price in
effect immediately prior to such adjustment divided by the number of shares of
Common Stock (including any fractional shares in lieu of which such holder
received cash) that a holder of one share of Common Stock immediately prior to
such dividend, subdivision or combination would hold thereafter as a result
thereof (the “Expansion Factor”) and (y) each Right held prior to such
adjustment will become that number of Rights equal to the Expansion Factor, and
the adjusted number of Rights will be deemed to be distributed among the shares
of Common Stock with respect to which the original Rights were associated (if
they remain outstanding) and the shares issued in respect of such dividend,
subdivision or combination, so that each such share of Common Stock will have
exactly one Right associated with it. 
Each adjustment made pursuant to this paragraph shall be made as of the
payment or effective date for the applicable dividend, subdivision or
combination.


 


In the
event the Company shall at any time after the Record Date and prior to the
Distribution Date issue any shares of Common Stock otherwise than in a
transaction referred to in the preceding paragraph, each such share of Common
Stock so issued shall automatically have one new Right associated with it,
which Right shall be evidenced by the certificate representing such share (or,
if the Common Stock shall be uncertificated, such Right shall be evidenced by
the registration of such Common Stock on the stock transfer books of the
Company and the confirmation thereof provided for in Section 2.2).  Rights shall be issued by the Company in
respect of shares of Common Stock that are issued or sold by the Company after
the Distribution Date only to the extent provided in Section 5.3.


 


10

















 


(b)                                 In the event the Company shall at any
time after the Record Date and prior to the Distribution Date issue or
distribute any securities or assets in respect of, in lieu of or in exchange
for Common Stock (other than pursuant to any non-extraordinary periodic cash
dividend or a dividend paid solely in Common Stock) whether by dividend, in a
reclassification or recapitalization (including any such transaction involving
a merger, consolidation or statutory share exchange), or otherwise, the Company
shall make such adjustments, if any, in the Exercise Price, number of Rights
and/or securities or other property purchasable upon exercise of Rights as the
Board of Directors, in its sole discretion, may deem to be appropriate under
the circumstances in order to adequately protect the interests of the holders
of Rights generally, and the Company and the Rights Agent shall amend this
Agreement as necessary to provide for such adjustments.


 


(c)                                  Each adjustment to the Exercise Price
made pursuant to this Section 2.4 shall be calculated to the nearest
cent.  Whenever an adjustment to the
Exercise Price is made pursuant to this Section 2.4, the Company shall (i) promptly
prepare a certificate setting forth such adjustment and a brief statement of
the facts accounting for such adjustment and (ii) promptly file with the
Rights Agent and with each transfer agent for the Common Stock a copy of such
certificate.


 


(d)                                 Rights Certificates shall represent the
right to purchase the securities purchasable under the terms of this Agreement,
including any adjustment or change in the securities purchasable upon exercise
of the Rights, even though such certificates may continue to express the
securities purchasable at the time of issuance of the initial Rights
Certificates.


 


2.5                                 Date on Which Exercise is Effective. 
Each Person in whose name any certificate for shares is issued (or
registration on the stock transfer books is effected) upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the shares represented thereby on the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Exercise Price
for such Rights (and any applicable taxes and other governmental charges
payable by the exercising holder hereunder) was made; provided, however,
that if the date of such surrender and payment is a date upon which the stock
transfer books of the Company are closed, such Person shall be deemed to have
become the record holder of such shares on, and such certificate (or
registration) shall be dated, the next succeeding Business Day on which the
stock transfer books of the Company are open.


 


2.6                                 Execution, Authentication, Delivery and
Dating of Rights Certificates.  (a) The
Rights Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, President, Chief Financial Officer, General Counsel or any
other executive officer, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the
Rights Certificates may be manual or facsimile.


 


Rights
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the countersignature and delivery of such Rights Certificates.


 


11

















 


Promptly
after the Distribution Date, the Company will notify in writing the Rights
Agent of such Distribution Date and will deliver Rights Certificates executed
by the Company to the Rights Agent for counter-signature, and, subject to Section 3.1(b),
the Rights Agent shall manually countersign and deliver such Rights
Certificates to the holders of the Rights pursuant to Section 2.3(c).  Until the written notice provided for in this
Section 2.6 is received by the Rights Agent, the Rights Agent may presume
conclusively for all purposes that the Distribution Date has not occurred.  No Rights Certificate shall be valid for any
purpose unless manually countersigned by the Rights Agent.


 


(b)                                 Each Rights Certificate shall be dated
the date of countersignature thereof.


 


2.7                                 Registration, Registration of Transfer
and Exchange.  (a) After the Distribution Date, the
Company will cause to be kept a register (the “Rights Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company will
provide for the registration and transfer of Rights.  The Rights Agent is hereby appointed “Rights
Registrar” for the purpose of maintaining the Rights Register for the Company
and registering Rights and transfers of Rights after the Distribution Date as
herein provided.  In the event that the
Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have
the right to examine the Rights Register at all reasonable times after the
Distribution Date.


 


After the Distribution Date and prior to the Final
Expiration Time, upon surrender for registration of transfer or exchange of any
Rights Certificate, and subject to the provisions of Sections 2.7(c) and
(d), the Company will execute, and the Rights Agent will countersign and
deliver, in the name of the holder or the designated transferee or transferees,
as required pursuant to the holder’s instructions, one or more new Rights
Certificates evidencing the same aggregate number of Rights as did the Rights
Certificate so surrendered.


 


(b)                                 Except as otherwise provided in Section 3.1(b),
all Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such Rights
shall be entitled to the same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange.


 


(c)                                  Every Rights Certificate surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company or the
Rights Agent, as the case may be, duly executed by the holder thereof or such
holder’s attorney duly authorized in writing. 
As a condition to the issuance of any new Rights Certificate under this Section 2.7,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.


 


(d)                                 The Company shall not register the
transfer or exchange of any Rights which have become void under Section 3.1(b),
been exchanged under Section 3.1(c) or been redeemed under Section 5.1.


 


2.8                                 Mutilated, Destroyed, Lost and Stolen
Rights Certificates.  (a)  If any mutilated Rights Certificate
is surrendered to the Rights Agent prior to the Final Expiration Time, then,
subject to Sections 3.1(b), 3.1(c) and 5.1, the Company shall execute
and the Rights Agent shall 


 


12

















 


countersign and
deliver in exchange therefor a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so surrendered.


 


(b)                                 If there shall be delivered to the
Company and the Rights Agent prior to the Final Expiration Time (i) evidence to
their satisfaction of the destruction, loss or theft of any Rights Certificate
and (ii) such security or indemnity as may be required by them to save
each of them and any of their agents harmless, then, subject to Sections 3.1(b),
3.1(c) and 5.1 and in the absence of written notice to the Company or the
Rights Agent that such Rights Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Rights
Agent shall countersign and deliver, in lieu of any such destroyed, lost or
stolen Rights Certificate, a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so destroyed, lost or stolen.


 


(c)                                  As a condition to the issuance of any new
Rights Certificate under this Section 2.8, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Rights Agent) connected therewith.  The Rights Agent shall have no duty or
obligation to take any action under any Section of this Agreement which
requires the payment by a Rights holder of applicable transfer taxes and/or
governmental charges unless and until it is satisfied that all such taxes
and/or governmental charges have been paid.


 


(d)                                 Every new Rights Certificate issued
pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen
Rights Certificate shall evidence an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Rights Certificate
shall be at any time enforceable by anyone, and, subject to Section 3.1(b),
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Rights duly issued hereunder.


 


2.9                                 Persons Deemed Owners. 
Prior to due presentment of a Rights Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate or notice of
transfer, if uncertificated) for registration of transfer, the Company, the
Rights Agent and any agent of the Company or the Rights Agent may deem and
treat the Person in whose name such Rights Certificate (or, prior to the
Distribution Date, such Common Stock certificate or Common Stock registration,
if uncertificated) is registered as the absolute owner thereof and of the
Rights evidenced thereby for all purposes whatsoever, including the payment of
the Redemption Price, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary. 
As used in this Agreement, unless the context otherwise requires, the
term “holder” of any Rights shall mean the registered holder of such Rights
(or, prior to the Distribution Date, the associated shares of Common Stock).


 


2.10                           Delivery and Cancellation of Certificates. 
All Rights Certificates surrendered upon exercise or for registration of
transfer or exchange shall, if surrendered to any Person other than the Rights
Agent, be delivered to the Rights Agent and, in any case, shall be promptly
cancelled by the Rights Agent.  The
Company may at any time deliver to the Rights Agent for cancellation any Rights
Certificates previously countersigned and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Rights Certificates so
delivered shall be promptly cancelled by the Rights Agent.  No Rights Certificates shall be countersigned



 


13

















 


in lieu of or in
exchange for any Rights Certificates cancelled as provided in this Section 2.10,
except as expressly permitted by this Agreement.  The Rights Agent shall destroy all cancelled
Rights Certificates and deliver to the Company a certificate attesting to such
destruction.


 


2.11                           Agreement of Rights Holders. 
Every holder of Rights by accepting the Rights, consents and agrees with
the Company and the Rights Agent and with every other holder of Rights that:


 


(a)                                  prior to the Distribution Date, each
Right will be transferable only together with, and will be transferred by a
transfer of, the associated share of Common Stock;


 


(b)                                 after the Distribution Date, the Rights
Certificates will be transferable only on the Rights Register as provided
herein;


 


(c)                                  prior to due presentment of a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate or Common Stock registration, if uncertificated) for registration
of transfer, the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and treat the Person in whose name the Rights Certificate
(or, prior to the Distribution Date, the associated Common Stock certificate or
Common Stock registration, if uncertificated) is registered as the absolute
owner thereof and of the Rights evidenced thereby for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to
the contrary;


 


(d)                                 Rights Beneficially Owned by certain
Persons will, under the circumstances set forth in Section 3.1(b), become
null and void; and


 


(e)                                  this Agreement may be supplemented or
amended from time to time pursuant to Section 2.4(b) or 5.4.


 


ARTICLE III



ADJUSTMENTS TO THE RIGHTS IN

THE EVENT OF CERTAIN TRANSACTIONS


 


3.1                                 Flip-in.  (a) In
the event that prior to the Final Expiration Time a Flip-in Date shall occur,
except as provided in this Section 3.1, each Right shall constitute the
right to purchase from the Company, upon exercise thereof in accordance with
the terms hereof (but subject to Section 5.10), that number of shares of
Common Stock having an aggregate Market Price on the Stock Acquisition Date
that gave rise to the Flip-in Date equal to twice the Exercise Price for an
amount in cash equal to the Exercise Price (such right to be appropriately
adjusted in order to protect the interests of the holders of Rights generally
in the event that on or after such Stock Acquisition Date any of the events
described in Section 2.4(a) or (b), or any analogous event, shall
have occurred with respect to the Common Stock).


 


(b)                                 Notwithstanding the foregoing, any Rights
that are or were Beneficially Owned on or after the Stock Acquisition Date by
an Acquiring Person or an Affiliate or Associate thereof, or by any transferee,
direct or indirect, of any of the foregoing shall become void and any holder of
such Rights (including transferees) shall thereafter have no right to 


 


14

















 


exercise or transfer such Rights under any provision
of this Agreement.  If any Rights
Certificate is presented for assignment or exercise and the Person presenting
the same will not complete the certification set forth at the end of the form
of assignment or notice of election to exercise and provide such additional
evidence of the identity of the Beneficial Owner and its Affiliates and
Associates (or former Beneficial Owners and their Affiliates and Associates) as
the Company shall reasonably request, then the Company shall be entitled
conclusively to deem the Beneficial Owner thereof to be an Acquiring Person or
an Affiliate or Associate thereof or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced thereby to be void and not
transferable or exercisable.


 


(c)                                  The Board of Directors may, at its
option, at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial Owner of more than 50% of the outstanding shares
of Common Stock, elect to exchange all (but not less than all) of the then
outstanding Rights (whether or not previously exercised, but which shall not
include Rights that have become void pursuant to the provisions of Section 3.1(b))
for shares of Common Stock at an exchange ratio of one share of Common Stock
per Right, appropriately adjusted in order to protect the interests of holders
of Rights generally in the event that after the Distribution Date any of the
events described in Section 2.4(a) or (b), or any analogous event,
shall have occurred with respect to the Common Stock (such exchange ratio, as
adjusted from time to time, being hereinafter referred to as the “Exchange
Ratio”).


 


Immediately
upon the action of the Board of Directors electing to exchange the Rights,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right (other than Rights that have become void
pursuant to Section 3.1(b)), whether or not previously exercised, will
thereafter represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio. 
Promptly after the action of the Board of Directors electing to exchange
the Rights, the Company shall give written notice thereof (specifying the steps
to be taken to receive shares of Common Stock in exchange for Rights) to the
Rights Agent and the holders of the Rights (other than Rights that have become
void pursuant to Section 3.1(b)) outstanding immediately prior thereto by
mailing such notice in accordance with Section 5.9.


 


Each
Person in whose name any certificate for shares is issued (or for whom any
registration on the stock transfer books of the Company is made) upon the
exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(d) shall
for all purposes be deemed to have become the holder of record of the shares
represented thereby on, and such certificate (or registration on the stock
transfer books of the Company) shall be dated (or registered as of), the date
upon which the Rights Certificate evidencing such Rights was duly surrendered
and payment of any applicable taxes and other governmental charges payable by
the holder was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of the
Company are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate (or registration on the stock
transfer books of the Company) shall be dated (or registered as of), the next
succeeding Business Day on which the stock transfer books of the Company are
open.


 


(d)                                 Whenever the Company shall become
obligated under Section 3.1(a) or (c) to issue shares of Common
Stock upon exercise of or in exchange for Rights, the Company, 


 


15

















 


at its option, may substitute therefor shares of
Preferred Stock, at a ratio of one one-thousandth of a share of Preferred Stock
for each share of Common Stock so issuable.


 


(e)                                  In the event that there shall not be
sufficient treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock of the Company to permit the exercise or exchange in full of
the Rights in accordance with Section 3.1(a) or if the Company so
elects to make the exchange referred to in Section 3.1(c), the Company
shall either (i) call a meeting of stockholders seeking approval to cause
sufficient additional shares to be authorized (provided that if such approval
is not obtained the Company will take the action specified in clause (ii) of
this sentence) or (ii) take such action as shall be necessary to ensure
and provide, as and when and to the maximum extent permitted by applicable law
and any agreements or instruments in effect on the Stock Acquisition Date (and
remaining in effect) to which it is a party, that each Right shall thereafter
constitute the right to receive, (x) at the Company’s option, either: (A) in
return for the Exercise Price; debt or equity securities or other assets (or a
combination thereof) having a fair value equal to twice the Exercise Price, or (B) without
payment of consideration (except as otherwise required by applicable law), debt
or equity securities or other assets (or a combination thereof) having a fair
value equal to the Exercise Price, or (y) if the Board of Directors elects
to exchange the Rights in accordance with Section 3.1(c), debt or equity
securities or other assets (or a combination thereof) having a fair value equal
to the product of the Market Price of a share of Common Stock on the Flip-in
Date times the Exchange Ratio in effect on the Flip-in Date, where in any case
set forth in (x) or (y) above the fair value of such debt or equity
securities or other assets (or a combination thereof) shall be as determined in
good faith by the Board of Directors, after consultation with a nationally
recognized investment banking firm.


 


3.2                                 Flip-over.  (a) Prior
to the Final Expiration Time, the Company shall not enter into any agreement
with respect to, consummate or permit to occur any Flip-over Event unless and
until it shall have entered into a supplemental agreement with the Flip-over
Entity, for the benefit of the holders of the Rights (the terms of which shall
be reflected in an amendment to this Agreement entered into with the Rights
Agent), providing that, upon consummation or occurrence of the Flip-over Event (1) each
Right shall thereafter constitute the right to purchase from the Flip-over
Entity, upon exercise thereof in accordance with the terms hereof, that number
of shares of Flip-over Stock of the Flip-over Entity having an aggregate Market
Price on the date of consummation or occurrence of such Flip-over Event equal
to twice the Exercise Price for an amount in cash equal to the Exercise Price
(such right to be appropriately adjusted in order to protect the interests of
the holders of Rights generally in the event that after such date of
consummation or occurrence any of the events described in Section 2.4(a) or
(b), or any analogous event, shall have occurred with respect to the Flip-over
Stock) and (2) the Flip-over Entity shall thereafter be liable for, and
shall assume, by virtue of such Flip-over Event and such supplemental
agreement, all the obligations and duties of the Company pursuant to this
Agreement.


 


(b)                                 Prior to the Final Expiration Time,
unless the Rights will be redeemed pursuant to Section 5.1 pursuant to an
agreement entered into by the Company prior to a Flip-in Date, the Company
shall not enter into any agreement with respect to, consummate or permit to
occur any Flip-over Event if (i) at the time thereof there are any rights,
warrants or securities outstanding or any other arrangements, agreements or
instruments that would eliminate or 


 


16

















 


otherwise diminish in any material respect the
benefits intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction, (ii) prior to,
simultaneously with or immediately after such Flip-over Event, the stockholders
of the Person who constitutes, or would constitute, the Flip-over Entity shall
have received a distribution of Rights previously owned by such Person or any
of its Affiliates or Associates, or (iii) the form or nature of
organization of the Flip-over Entity would preclude or limit the exercisability
of the Rights.


 


(c)                                  The provisions of this Section 3.2
shall apply to successive Flip-over Events.


 


ARTICLE IV


 


THE RIGHTS AGENT


 


4.1                                 General.  (a) The
Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company
agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and other disbursements incurred in
the administration and execution of this Agreement and the exercise and
performance of its duties hereunder.  The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense (including, without limitation, the reasonable fees
and expenses of legal counsel), incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent (which gross negligence, bad
faith or willful misconduct must be determined by a final, non-appealable order
judgment, decree or ruling of a court of competent jurisdiction), for anything
done or omitted to be done by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability.


 


(b)                                 The Rights Agent shall be authorized and
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of this
Agreement or the exercise of its duties hereunder in reliance upon any
certificate for securities (or registration on the stock transfer books of the
Company) purchasable upon exercise of Rights, Rights Certificate, certificate
for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.  The Rights
Agent shall not be deemed to have knowledge of any event of which it was
supposed to receive notice thereof hereunder, and the Rights Agent shall incur
no liability for failing to take any action in connection therewith, unless and
until it has received such notice.


 


4.2                                 Merger, Consolidation or Change of Name
of Rights Agent.  (a) Any Person into which the Rights
Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which
the Rights Agent or any successor Rights Agent is a party, or any Person
succeeding to the shareholder


 


17
















 


services business of the
Rights Agent or any successor Rights Agent, will be the successor to the Rights
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such Person
would be eligible for appointment as a successor Rights Agent under the
provisions of Section 4.4.  In case
at the time such successor Rights Agent succeeds to the agency created by this
Agreement any of the Rights Certificates have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of
the predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates have not
been countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Rights Certificates
will have the full force provided in the Rights Certificates and in this
Agreement.


 


(b)           In case at any time the name of the
Rights Agent is changed and at such time any of the Rights Certificates shall
have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such
cases such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.


 


4.3           Duties of Rights Agent.  The Rights
Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:


 


(a)           The Rights Agent may consult with legal
counsel (who may be legal counsel for the Company or an employee of the Rights
Agent), and the advice or opinion of such counsel will be full and complete
authorization and protection to the Rights Agent as to any action taken,
suffered or omitted by it in good faith in accordance with such advice or
opinion.


 


(b)           Whenever in the performance of its duties
under this Agreement the Rights Agent deems it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking,
suffering or omitting any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a certificate signed by a person
believed by the Rights Agent to be the Chairman of the Board, the President or
any Vice President and by the Secretary or any Assistant Secretary or the
Treasurer or Assistant Treasurer of the Company and delivered to the Rights
Agent; and such certificate will be full and complete authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability
for any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.


 


(c)           The Rights Agent will be liable hereunder
only for its own gross negligence, bad faith or willful misconduct (which gross
negligence, bad faith or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).  Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage 


 


18

















 


of any kind whatsoever (including, but not limited to,
lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage.


 


(d)           The Rights Agent will not be liable for
or by reason of any of the statements of fact or recitals contained in this
Agreement or in the certificates, if any, for securities purchasable upon
exercise of Rights or the Rights Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and
recitals are and will be deemed to have been made by the Company only.


 


(e)           The Rights Agent will not be under any
responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due authorization, execution and delivery
hereof by the Rights Agent) or in respect of the validity or execution of any
certificate, if any, for securities purchasable upon exercise of Rights or
Rights Certificate (except its countersignature thereof); nor will it be
responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor will it be
responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 3.1(b)) or any adjustment
required under the provisions of Section 2.4, 3.1 or 3.2 or responsible
for the manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment (except with
respect to the exercise of Rights after receipt of the certificate contemplated
by Section 2.4 describing any such adjustment); nor will it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any securities purchasable upon exercise of
Rights or any Rights Certificate or as to whether any securities purchasable upon
exercise of Rights will, when issued, be duly and validly authorized, executed,
issued and delivered and fully paid and nonassessable.


 


(f)            The Company agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances as
may reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.


 


(g)           The Rights Agent is hereby authorized and
directed to accept advice or written instructions with respect to the
performance of its duties hereunder from any person believed by the Rights
Agent to be the Chairman of the Board, the President or any Vice President or
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Company, and to apply to such persons for advice or
instructions in connection with its duties, and such instructions shall be full
authorization and protection to the Rights Agent and the Rights Agent shall not
be liable for any action taken, suffered or omitted by it in good faith in
accordance with instructions of any such person.


 


(h)           The Rights Agent and any stockholder,
Affiliate, director, officer or employee of the Rights Agent (in each case,
other than an Acquiring Person) may buy, sell or deal in Common Stock, Rights
or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. 
Nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other legal Person.


 


19

















 


(i)            The Rights Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself (through directors, officers and employees) or by or through its
attorneys or agents, and the Rights Agent will not be answerable or accountable
for any act, default, neglect or misconduct of any such attorneys or agents or
for any loss to the Company or any other Person resulting from any such act,
default, neglect or misconduct, absent gross negligence, bad faith or willful
misconduct in the selection and continued employment thereof (which gross
negligence, bad faith or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).


 


(j)            No provision of this Agreement shall
require the Rights Agent to expend its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the
exercise of its rights if it reasonably believes that repayment of such funds
or adequate indemnification against such risk or liability is not reasonably
assured to it.


 


(k)           If, with respect to any Rights
Certificate surrendered to the Rights Agent for exercise or transfer, the
certificate attached to the form of assignment or form of election to purchase,
as the case may be, has not been completed, the Rights Agent shall not take any
further action with respect to such requested exercise or transfer without
first consulting with the Company.


 


4.4           Change of Rights Agent.  The Rights
Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice (or such lesser notice as is acceptable to the Company) in writing
mailed to the Company and to each transfer agent of Common Stock by registered
or certified mail, and to the holders of the Rights in accordance with Section 5.9.  The Company may remove the Rights Agent upon
30 days’ notice in writing, mailed to the Rights Agent and to each transfer
agent of the Common Stock by registered or certified mail, and to the holders
of the Rights in accordance with Section 5.9.  If the Rights Agent should resign or be
removed or otherwise become incapable of acting, the Company will appoint a
successor to the Rights Agent.  If the
Company fails to make such appointment within a period of 30 days after such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of
any Rights (which holder shall, with such notice, submit such holder’s Rights
Certificate for inspection by the Company), then the holder of any Rights may
apply to any court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be a Person
organized and doing business under the laws of the United States or any state
of the United States, in good standing, which is authorized under such laws to
exercise the powers of the Rights Agent contemplated by this Agreement and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000.  After
appointment, the successor Rights Agent will be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the effective date of any such
appointment, the Company will file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock, and mail
a notice thereof in writing to the holders of the Rights.  Failure to give 


 


20

















 


any notice
provided for in this Section 4.4, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.


 


ARTICLE V


 


MISCELLANEOUS


 


5.1           Redemption.


 


(a)           The Board of Directors may, at its
option, at any time prior to the Flip-in Date, elect to redeem all (but not
less than all) of the then outstanding Rights at the Redemption Price and the
Company, at its option, may pay the Redemption Price either in cash or shares of
Common Stock or other securities of the Company deemed by the Board of
Directors, in the exercise of its sole discretion, to be at least equivalent in
value to the Redemption Price.


 


(b)           Immediately upon the action of the Board
of Directors electing to redeem the Rights pursuant to Section 5.1(a) (or,
if the resolution of the Board of Directors electing to redeem the Rights
states that the redemption will not be effective until the occurrence of a
specified future time or event, upon the occurrence of such future time or
event), without any further action and without any notice and without payment
of the Redemption Price, the right to exercise the Rights will terminate and
each Right, whether or not previously exercised, will thereafter represent only
the right to receive the Redemption Price in cash or securities, as determined
by the Board of Directors.  Promptly
after the Rights are redeemed, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice in accordance with Section 5.9.


 


5.2           Expiration.  The Rights
and this Agreement shall expire at the Final Expiration Time and no Person
shall have any rights pursuant to this Agreement or any Right after the Final
Expiration Time, except, if the Rights are exchanged or redeemed, as provided
in Section 3.1 or 5.1, respectively.


 


5.3           Issuance of New Rights Certificates. 
Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the number or kind or class of shares of
stock purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement.  In
addition, in connection with the issuance or sale of shares of Common Stock by
the Company following the Distribution Date and prior to the Final Expiration
Time pursuant to the terms of securities convertible or redeemable into shares
of Common Stock (other than any securities issued or issuable in connection
with the exercise or exchange of Rights) or to options, in each case issued or
granted prior to, and outstanding at, the Distribution Date, the Company shall issue
to the holders of such shares of Common Stock, Rights Certificates representing
the appropriate number of Rights in connection with the issuance or sale of
such shares of Common Stock; provided, however, in each case, (i) no
such Rights Certificate shall be issued, if, and to the extent that, the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or to the
Person to whom 


 


21

















 


such Rights
Certificates would be issued, (ii) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall have otherwise
been made in lieu of the issuance thereof, and (iii) the Company shall
have no obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate or Associate of an Acquiring Person or any transferee of any of the
foregoing.


 


5.4           Supplements and Amendments. 
The Company and the Rights Agent may from time to time supplement or
amend this Agreement without the approval of any holders of Rights (i) prior
to the Flip-in Date, in any respect, except for any extension of the Final
Expiration Time, which can only be done with approval of a majority of the
shares of Common Stock entitled to vote thereon and present or represented by
proxy at a meeting at which a quorum is present, and (ii) on or after the
Flip-in Date, to make any changes that the Company may deem necessary or
desirable and which shall not materially adversely affect the interests of the
holders of Rights (other than the interests of an Acquiring Person or its
Affiliates or Associates) generally or in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be inconsistent
with any other provisions herein or otherwise defective.  The Rights Agent will duly execute and
deliver any supplement or amendment hereto requested by the Company in writing
which reasonably satisfies the terms of the preceding sentence.  Any supplement or amendment shall become
effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent; provided, that such supplement or
amendment does not affect the rights, duties or obligations of the Rights
Agent.


 


5.5           Fractional Shares.  If the
Company elects not to issue certificates representing (or register on the stock
transfer books of the Company) fractional shares upon exercise, redemption or
exchange of Rights, the Company shall, in lieu thereof, in the sole discretion
of the Board of Directors, either (a) evidence such fractional shares by
depositary receipts issued pursuant to an appropriate agreement between the
Company and a depositary selected by it, providing that each holder of a
depositary receipt shall have all of the rights, privileges and preferences to
which such holder would be entitled as a beneficial owner of such fractional
share, or (b) pay to the registered holder of such Rights the appropriate
fraction of the Market Price per share in cash.


 


Whenever
a payment for fractional Rights or fractional shares is to be made by the
Rights Agent, the Company shall (i) promptly prepare and deliver to the
Rights Agent a certificate setting forth in reasonable detail the facts related
to such payments and the prices and/or formulas utilized in calculating such
payments, and (ii) provide sufficient monies to the Rights Agent in the
form of fully collected funds to make such payments.  The Rights Agent shall be fully protected in
relying upon such a certificate and shall have no duty with respect to, and
shall not be deemed to have knowledge of, any payment for fractional Rights or
fractional shares under any Section of this Agreement relating to the
payment of fractional Rights or fractional shares unless and until the Rights
Agent shall have received such a certificate and sufficient monies.


 


5.6           Rights of Action.  Subject to
the terms of this Agreement (including Sections 3.1(b) and 5.14),
rights of action in respect of this Agreement, other than rights of action
vested solely in the Rights Agent, are vested in the respective holders of the
Rights; and any holder of any Rights, without the consent of the Rights Agent
or of the holder of any other Rights, may, on such holder’s own behalf and for
such holder’s own benefit and the benefit of 


 


22

















 


other holders of
Rights, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, such holder’s
right to exercise such holder’s Rights in the manner provided in such holder’s
Rights Certificate and in this Agreement. 
Without limiting the foregoing or any remedies available to the holders
of Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive
relief against actual or threatened violations of, the obligations of any
Person subject to this Agreement.


 


5.7           Holder of Rights Not Deemed a Stockholder. 
No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of shares or any other
securities which may at any time be issuable on the exercise of such Rights,
nor shall anything contained herein or in any Rights Certificate be construed
to confer upon the holder of any Rights, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in Section 5.8),
or to receive dividends or subscription rights, or otherwise, until such Rights
shall have been exercised or exchanged in accordance with the provisions
hereof.


 


5.8           Notice of Proposed Actions. 
In case the Company shall propose at or after the Distribution Date and
prior to the Final Expiration Time (i) to effect or permit a Flip-over
Event or (ii) to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to each holder of a
Right, in accordance with Section 5.9, and to the Rights Agent a written
notice of such proposed action, which shall specify the date on which such
Flip-over Event, liquidation, dissolution, or winding up is to take place, and
such notice shall be so given at least 10 calendar days prior to the date of the
taking of such proposed action.


 


5.9           Notices.  Notices or
demands authorized or required by this Agreement to be given or made by the
Rights Agent or by the holder of any Rights to or on the Company shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the Rights
Agent) or by facsimile transmission as follows:


 


	
  General Moly, Inc.

  
	
  1726 Cole Blvd.

  
	
  Suite 115

  
	
  Lakewood, CO 80401

  
	
  Attention:

  	
  Chief Executive Officer

  
	
  Facsimile:

  	
  (303) 928-8598

  



 


23

















 


With a copy to (which
copy shall not constitute notice):


 


	
  Holme
  Roberts & Owen LLP

  
	
  1700
  Lincoln Street

  
	
  Suite 4100

  
	
  Denver,
  CO 80203-4541

  
	
  Attention:

  	
  Charles D.
  Maguire, Jr., Esq.

  
	
  Facsimile:

  	
  (303) 866-0200

  



 


Any notice or demand authorized or required by this
Agreement to be given or made by the Company or by the holder of any Rights to
or on the Rights Agent shall be sufficiently given or made if delivered or sent
by first-class mail, postage prepaid, addressed (until another address is filed
in writing with the Company) or by facsimile transmission as follows:


 


	
  Registrar and Transfer
  Company

  
	
  10 Commerce Drive

  
	
  Cranford, New Jersey
  07016 - 3572

  
	
  Attention:

  	
  Account Executive

  
	
  Facsimile:

  	
  (908) 272-0889

  



 


Notices or demands authorized or required by this
Agreement to be given or made by the Company or the Rights Agent to or on the
holder of any Rights shall be sufficiently given or made if delivered or sent
by first-class mail, postage prepaid, addressed to such holder at the address
of such holder as it appears upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Stock.  Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder
receives the notice.


 


5.10         Suspension of Exercisability. 
Notwithstanding any provisions in this Agreement to the contrary, to the
extent that the Company determines in good faith that some action will need to
be taken pursuant to Section 3.1 or to comply with federal or state
securities laws, the Company may suspend the exercisability of the Rights for a
reasonable period in order to take such action or comply with such laws.  In the event of any such suspension, the
Company shall issue as promptly as practicable a public announcement (with
prompt written notice to the Rights Agent) stating that the exercisability or
exchangeability of the Rights has been temporarily suspended.  Notice thereof pursuant to Section 5.9
shall not be required.


 


Failure
to give notice pursuant to the provisions of this Agreement shall not affect
the validity of any action taken hereunder.


 


5.11         Costs of Enforcement.  The Company
agrees that if the Company or any other Person the securities of which are
purchasable upon exercise of Rights fails to fulfill any of its obligations
pursuant to this Agreement, then the Company or such Person will reimburse the
holder of any Rights for the costs and expenses (including legal fees) incurred
by such holder in actions to enforce such holder’s rights pursuant to any
Rights or this Agreement.


 


24

















 


5.12         Successors.  All the
covenants and provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.


 


5.13         Benefits of this Agreement. 
Nothing in this Agreement shall be construed to give to any Person other
than the Company, the Rights Agent and the registered holders of the Rights any
legal or equitable right, remedy or claim under this Agreement and this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights.


 


5.14         Determination and Actions by the Board of Directors,
etc.  The Board of Directors (or, if required
hereby, a majority of the independent directors) shall have the exclusive power
and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board of Directors or to the Company, or as
may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement and (ii) make all determinations and
calculations deemed necessary or advisable for the administration of this
Agreement.  All such actions,
interpretations, calculations and determinations done or made by the Board of
Directors, shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties.  The Rights Agent shall always be entitled to
assume that the Board of Directors acted in good faith and the Rights Agent
shall be fully protected and shall incur no liability in reliance thereon.


 


5.15         Fiduciary Responsibilities of the Board of Directors. 
Nothing contained in this Agreement shall, or shall be deemed or
construed to, be in derogation of the obligations of the Board of Directors to
exercise its fiduciary duties.  Without
limiting the foregoing, nothing contained herein shall be deemed or construed
to suggest or imply that the Board of Directors shall not be entitled to reject
any offer to acquire the Company or to recommend that stockholders of the
Company reject any offer, or to take any other action, with respect to any
offer or any proposal to acquire the Company that the Board of Directors
believes is necessary or appropriate in the exercise of such fiduciary duties.


 


5.16         Descriptive Headings; Section References. 
Descriptive headings appear herein for convenience only and shall not
control or affect the meaning or construction of any of the provisions
hereof.  Where a reference in this
Agreement is made to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated.


 


5.17         GOVERNING LAW.  THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.


 


5.18         Counterparts.  This
Agreement may be executed in any number of counterparts (including by facsimile
or similar means of electronic communication) and each of such 


 


25

















 


counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute one and the same instrument.


 


5.19         Severability.  If any term
or provision hereof or the application thereof to any circumstance shall, in
any jurisdiction and to any extent, be invalid or unenforceable, such term or
provision shall be ineffective as to such jurisdiction to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining terms and provisions hereof or the application of such term or
provision to circumstances other than those as to which it is held invalid or
unenforceable.


 


[Signature Page on
Next Page]


 


26

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


 


 


	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce D. Hansen

  
	
   

  	
   

  	
  Name:  Bruce
  D. Hansen

  
	
   

  	
   

  	
  Title:  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REGISTRAR AND TRANSFER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Tatler

  
	
   

  	
   

  	
  Name:  William
  P. Tatler

  
	
   

  	
   

  	
  Title:  Vice President

  



 


[SIGNATURE PAGE OF
STOCKHOLDER RIGHTS AGREEMENT]


 






 












 


EXHIBIT A


 


[FORM OF
RIGHTS CERTIFICATE]


 


	
  Certificate No. W-

  	
   

  	
  Rights

  



 


THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE STOCKHOLDER RIGHTS
AGREEMENT, DATED AS OF MARCH 4, 2010 (AS SUCH MAY BE AMENDED FROM
TIME TO TIME, THE “RIGHTS AGREEMENT” BETWEEN GENERAL MOLY, INC. AND REGISTRAR
AND TRANSFER COMPANY.  RIGHTS
BENEFICIALLY OWNED BY “ACQUIRING PERSONS” OR “AFFILIATES” OR “ASSOCIATES”
THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF
ANY OF THE FOREGOING WILL BE VOID.


 


RIGHTS
CERTIFICATE


 


This
certifies that
                                  ,
or registered assigns, is the registered holder of the number of Rights set
forth above, each of which entitles the registered holder thereof, subject to
the terms, provisions and conditions of the Stockholder Rights Agreement, dated
as of March 4, 2010 (as amended from time to time, the “Rights Agreement”),
between General Moly, Inc., a Delaware corporation (the “Company”), and
Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights
Agent,” which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to the Final
Expiration Time (as such term is defined in the Rights Agreement), one
one-thousandth of a fully paid share of Preferred Stock (as defined in, and
subject to adjustment as provided in, the Rights Agreement), at the Exercise
Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent in Cranford, New Jersey.  The Exercise Price shall initially be $15.00
per Right and shall be subject to adjustment in certain events as provided in
the Rights Agreement.


 


In
certain circumstances described in the Rights Agreement, the Rights evidenced
hereby may entitle the registered holder thereof to purchase securities of an
entity other than the Company or securities of the Company other than Preferred
Stock or assets of the Company, all as provided in the Rights Agreement.


 


This
Rights Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates.  Copies of the Rights Agreement are on file at
the principal office of the Company and are available without cost upon written
request.


 


A-1

















 


This
Rights Certificate, with or without other Rights Certificates, upon surrender
at the office of the Rights Agent designated for such purpose, may be exchanged
for another Rights Certificate or Rights Certificates of like tenor evidencing
an aggregate number of Rights equal to the aggregate number of Rights evidenced
by the Rights Certificate or Rights Certificates so surrendered.  If this Rights Certificate shall be exercised
in part, the registered holder shall be entitled to receive, upon surrender
hereof, another Rights Certificate or Rights Certificates for the number of
whole Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, each Right evidenced by this
Certificate may be (a) redeemed by the Company under certain
circumstances, at its option, at a redemption price of $0.001 per Right or (b) exchanged
by the Company under certain circumstances, at its option, for one share of
Common Stock or one one-thousandth of a share of Preferred Stock per Right (or,
in certain cases, other securities or assets of the Company), subject in each
case to adjustment in certain events as provided in the Rights Agreement.


 


From
and after the time any Person becomes an Acquiring Person (as such terms are
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring person,
Associate or Affiliate who becomes a transferee after the Acquiring Person
becomes such, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of any such Acquiring Person, Associate or Affiliate
who becomes a transferee prior to or concurrently with the Acquiring Person
becoming such, such Rights shall become null and void without any further
action and no holder hereof shall have any right with respect to such Rights
from and after the time any Person becomes an Acquiring Person.


 


No
holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of any securities
which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Rights evidenced by
this Rights Certificate shall have been exercised or exchanged as provided in
the Rights Agreement.


 


This
Rights Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.


 


A-2

















 


WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  GENERAL MOLY,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Secretary 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
  REGISTRAR AND TRANSFER
  COMPANY 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
						



 

















 


[Form of Reverse Side of Rights Certificate]


 


FORM OF
ASSIGNMENT


 


(To be
executed by the registered holder if such

holder desires to transfer this Rights Certificate.)


 


FOR VALUE RECEIVED                                                    hereby


 


	
  sells, assigns and transfers unto

  	
   

  
	
   

  	
  (Please print name

  
	
   

  
	
  and address of
  transferee)

  



 


this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
                      
as Attorney-in-fact, to transfer the within Rights Certificate on the books of
the within-named Company, with full power of substitution.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must
  correspond to name as written upon the face of this Rights Certificate in
  every particular, without alteration or enlargement or any change whatsoever)

  



 


Signatures
must be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved
signature guarantee Medallion program), pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended.


 


	
   

  	
   

  
	
  (To be completed if
  true)

  



 

















 


The
undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate
are not, and, to the knowledge of the undersigned, have never been,
Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof
(as each such term is defined in the Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


 


NOTICE


 


In the
event the certification set forth above is not completed in connection with a
purported assignment, the Company will deem the Beneficial Owner of the Rights
evidenced by the enclosed Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as each such term is defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem
the Rights evidenced by such Rights Certificate to be null and void and not
transferable or exercisable.


 

















 


[To be attached to each
Rights Certificate]


 


FORM OF
ELECTION TO EXERCISE


 


(To be
executed if holder desires to

exercise the Rights Certificate.)


 


TO:  GENERAL MOLY, INC.


 


The
undersigned hereby irrevocably elects to exercise                      whole
Rights represented by the attached Rights Certificate to purchase the shares of
Common Stock or such other securities or assets as may then be issuable upon
the exercise of such Rights and requests that certificates for such shares be
issued in the name of:


 


	
   

  
	
  Address:

  
	
   

  
	
  Social
  Security or Other Taxpayer

  
	
  Identification
  Number:

  



 


If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:


 


	
   

  
	
  Address:

  
	
   

  
	
  Social
  Security or Other Taxpayer

  
	
  Identification
  Number:

  



 


Dated:                                  ,                       


 

















 


	
  Signature Guaranteed:

  	
   

  
	
   

  	
  Signature (Signature
  must correspond to name as written upon the face of this Rights Certificate
  in every particular, without alteration or enlargement or any change
  whatsoever)

  



 


Signatures
must be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved
signature guarantee Medallion program), pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended.


 


	
   

  	
   

  
	
  (To be completed if
  true)

  



 


The
undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by the attached Rights
Certificate are not, and, to the knowledge of the undersigned, have never been,
Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof
(as each such term is defined in the Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


NOTICE


 


In the
event the certification set forth above is not completed in connection with a
purported exercise, the Company will deem the Beneficial Owner of the Rights
evidenced by the attached Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as each such term is defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem
the Rights evidenced by such Rights Certificate to be null and void and not
transferable or exercisable.


 






 












 


EXHIBIT B


 


CERTIFICATE
OF DESIGNATION

OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF


GENERAL
MOLY, INC.


 


(Pursuant
to Section 151 of the General Corporation Law of the State of Delaware)


 


The
undersigned, Bruce D. Hansen and Michael K. Branstetter, the Chief Executive
Officer and Secretary, respectively, of General Moly, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the “Corporation”), do hereby certify, in the
name of and on behalf of the Corporation, and as its corporate act, that in
accordance with the Company’s Bylaws and Article V of the Company’s
Certificate of Incorporation, pursuant to a unanimous written consent of the
Board of Directors of the Company dated March 3, 2010, the Board adopted
the following preamble and resolution:


 


RESOLVED,
that there is hereby established a series of Series A Junior Participating
Preferred Stock, par value $0.001 per share, of the Corporation, and the
designation and certain terms, powers, preferences and other rights of the
shares of such series, and certain qualifications, limitations and restrictions
thereon, are hereby fixed as follows:


 


(a) The
distinctive serial designation of this series shall be “Series A Junior
Participating Preferred Stock” (hereinafter called “this Series”).  Each share of this Series shall be
identical in all respects with the other shares of this Series except as
to the dates from and after which dividends thereon shall be cumulative.


 


(b) The
number of shares in this Series shall initially be 200,000, which number
may from time to time be increased or decreased (but not below the number then
outstanding) by the Board of Directors. 
Shares of this Series purchased by the Corporation shall be
cancelled and shall revert to authorized but unissued shares of Preferred Stock
undesignated as to series.  Shares of
this Series may be issued in fractional shares which are whole number
multiples of one one-thousandth of a share, which fractional shares shall
entitle the holder, in proportion to such holder’s fractional share, to all
rights of a holder of a whole share of this Series.


 


(c) The
holders of full or fractional shares of this Series shall be entitled to
receive, when, as and if, declared by the Board of Directors, but only out of
funds legally available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or distributions payable
in Common Stock of the Corporation) are payable on or in respect of Common
Stock comprising part of the Reference Package (as defined below), in an amount
per whole share of this Series equal to the aggregate amount of dividends
or other distributions (other than dividends or distributions payable in Common
Stock of the Corporation) that would be payable on such date to a holder of the
Reference Package and (B) on the last day of March, June, September and
December in each year, in an amount per whole share of this Series equal
to the excess (if any) of an amount determined by multiplying .0025% by $15.00
over the aggregate dividends paid per whole share of this Series during
the three month period ending on such last day. 
Each such dividend shall be paid to the holders of record of shares of
this Series on the date, not exceeding sixty days preceding such dividend
or distribution payment date, fixed for 


 


B-1

















 


the purpose by the Board of Directors in advance of
payment of each particular dividend or distribution.  Dividends on each full and each fractional
share of this Series shall be cumulative from the date such full or
fractional share is originally issued; provided that any such full or
fractional share originally issued after a dividend record date and on or prior
to the dividend payment date to which such record date relates shall not be
entitled to receive the dividend payable on such dividend payment date or any
amount in respect of the period from such original issuance to such dividend
payment date.


 


The
term “Reference Package” shall initially mean 1,000 shares of Common Stock, par
value $0.001 per share (“Common Stock”) of the Corporation.  In the event the Corporation shall at any
time after the close of business on the Distribution Date (as defined in that
certain Stockholder Rights Agreement dated March 4, 2010 between the
Company and Registrar and Transfer Company (A) declare or pay a dividend
on any Common Stock payable in Common Stock, (B) subdivide any Common
Stock or (C) combine any Common Stock into a smaller number of shares, then
and in each such case the Reference Package after such event shall be the
Common Stock that a holder of the Reference Package immediately prior to such
event would hold thereafter as a result thereof.


 


Holders
of shares of this Series shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative dividends, as
herein provided on this Series.


 


So
long as any shares of this Series are outstanding, no dividend (other than
a dividend in Common Stock or in any other stock ranking junior to this Series as
to dividends and upon liquidation) shall be declared or paid or set aside for
payment or other distribution declared or made upon the Common Stock or upon
any other stock ranking junior to this Series as to dividends or upon
liquidation, unless the full cumulative dividends (including the dividend to be
paid upon payment of such dividend or other distribution) on all outstanding
shares of this Series shall have been, or shall contemporaneously be,
paid.  When dividends are not paid in
full upon this Series and any other stock ranking on a parity as to
dividends with this Series, all dividends declared upon shares of this Series and
any other stock ranking on a parity as to dividends shall be declared pro rata
so that in all cases the amount of dividends declared per share of this Series and
such other stock shall bear to each other the same ratio that accumulated
dividends per share on the shares of this Series and such other stock bear
to each other.  Neither the Common Stock
nor any other stock of the Corporation ranking junior to or on a parity with
this Series as to dividends or upon liquidation shall be redeemed,
purchased or otherwise acquired for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any shares of any
such stock) by the Corporation (except by conversion into or exchange for stock
of the Corporation ranking junior to this Series as to dividends and upon
liquidation), unless the full cumulative dividend (including the dividend to be
paid upon payment of such dividend, distribution, redemption, purchase or other
acquisition) on all outstanding shares of this Series shall have been, or
shall contemporaneously be, paid.


 


(d) In
the event of any merger, consolidation, reclassification or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the
shares of this Series shall at the same time be similarly exchanged or
changed in an amount per whole share equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, 


 


B-2

















 


that a holder of the Reference Package would be
entitled to receive as a result of such transaction.


 


(e) In
the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of full and
fractional shares of this Series shall be entitled, before any
distribution or payment is made on any date to the holders of the Common Stock
or any other stock of the Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share of this Series equal
to the greater of (A) $1,500 or (B) the aggregate amount distributed
or to be distributed in connection with such liquidation, dissolution or
winding up to a holder of the Reference Package (such greater amount being
hereinafter referred to as the “Liquidation Preference”), together with accrued
dividends to such distribution or payment date, whether or not earned or
declared.  If such payment shall have
been made in full to all holders of shares of this Series, the holders of
shares of this Series as such shall have no right or claim to any of the
remaining assets of the Corporation.


 


In the
event the assets of the Corporation available for distribution to the holders
of shares of this Series upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, shall be insufficient to
pay in full all amounts to which such holders are entitled pursuant to the
first paragraph of this paragraph (e), no such distribution shall be made on
account of any shares of any other class or series of Preferred Stock ranking
on a party with the shares of this Series upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in proportion to the full
distributable amounts to which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.


 


Upon
the liquidation, dissolution or winding up of the Corporation, the holders of
shares of this Series then outstanding shall be entitled to be paid out of
assets of the Corporation available for distribution to its stockholders all
amounts to which such holders are entitled pursuant to the first paragraph of
this paragraph (e) before any payment shall be made to the holders of
Common Stock or any other stock of the Corporation ranking junior upon
liquidation to this Series.


 


For
the purposes of this paragraph (e), the consolidation or merger of, or
binding statutory share exchange by, the Corporation with any other corporation
or entity shall not be deemed to constitute a liquidation, dissolution or
winding up of the Corporation.


 


(f) The
shares of this Series shall not be redeemable.


 


(g) In
addition to any other vote or consent of stockholders required by law or by the
Certificate of Incorporation, as may be amended from time to time, of the
Corporation, and except as otherwise required by law, each share (or fraction
thereof) of this Series shall, on any matter, vote as a class with any other
capital stock comprising part of the Reference Package and shall have the
number of votes thereon that a holder of the Reference Package would have.


 


B-3

















 


IN
WITNESS WHEREOF, General Moly, Inc. has caused this Certificate to be
signed and attested by its duly authorized officers this 4th day of March,
2010.


 


 


	
   

  	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce D. Hansen

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael K. Branstetter

  	
   

  	
   

  
	
  Title:

  	
  Secretary