**Exhibit10.6**

 

**CONFIDENTIALTREATMENT HAS BEEN REQUESTED FORPORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITHOMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITYREQUEST.  OMISSIONS ARE DESIGNATED AS{****}. A COMPLETEVERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION.**

** **

**EXECUTIONVERSION**

 

 

**MOLYBDENUM SUPPLY AGREEMENT**

 

**AMONG**

 

**GENERAL MOLY, INC.**

 

**AND**

 

**NEVADA MOLY, LLC,**

 

**as SELLERS**

 

**AND**

 

**CHINA HAN LONG MINING DEVELOPMENT LIMITED,**

 

**as BUYER**

 

**AND**

 

**HANLONG (USA) MINING INVESTMENT, INC.,**

 

**as GUARANTOR**

 

 

Dated as of  March 4, 2010

 

 

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**TABLE OF CONTENTS**

 
| ** ** | **Page**                        |
|------------|---------------------------------|
| RECITALS   | 1                               |
|       |                            |
| AGREEMENT  | 1                               |
|       |                            |
| 1.         | Definitions  and Interpretation | 1 |
|       | 1.1                             | Definitions | 1 |
|       | 1.2                             | Interpretation | 5 |
|       |                            |   |   |
| 2.         | Supply  and Purchase of Product | 6 |
|       | 2.1                             | Supply  of Product Prior to Trigger Date | 6 |
|       | 2.2                             | Supply  of Products Following Trigger Date | 6 |
|       | 2.3                             | Delivery  Schedule; Shortfalls | 8 |
|       | 2.4                             | Take-or-Pay | 8 |
|       | 2.5                             | Composition  of Products | 8 |
|       | 2.6                             | Specifications | 9 |
|       | 2.7                             | Restrictions  on Sales | 9 |
|       | 2.8                             | Buyer’s  Failure to Pay | 10 |
|       | 2.9                             | Amount  of Product | 10 |
|       | 2.10                            | Beneficial  Ownership Reporting | 11 |
|       |                            |   |   |
| 3.         | Pricing  and Payment Terms      | 11 |
|       | 3.1                             | Base  Product Price | 11 |
|       | 3.2                             | Additional  Product Price | 12 |
|       | 3.3                             | Entry  into Other Supply Agreements | 12 |
|       | 3.4                             | Determination  of Market Price | 12 |
|       |                            |   |   |
| 4.         | Deliveries  and Invoices        | 12 |
|       | 4.1                             | Delivery  Point | 12 |
|       | 4.2                             | Invoices | 13 |
|       | 4.3                             | Assaying  Adjustments | 13 |
|       | 4.4                             | No  Prejudice | 14 |
|       |                            |   |   |
| 5.         | Term;  Termination              | 14 |
|       | 5.1                             | Term | 14 |
|       | 5.2                             | Termination | 14 |
|       | 5.3                             | Effect  of Termination | 15 |
|       |                            |   |   |
| 6.         | Indemnification                 | 16 |
|       | 6.1                             | Procedure | 16 |
|       | 6.2                             | Remedies | 16 |
|       | 6.3                             | Limitations | 16 |
|       | 6.4                             | Indemnification  by Seller | 16 |

 

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| 7.     | Force  Majeure                      | 17     |
|--------|-------------------------------------|--------|
|   |                                |   |
| 8.     | Confidentiality                     | 17     |
|   |                                |   |
| 9.     | Waiver                              | 19     |
|   |                                |   |
| 10.    | Governing  Law; Language            | 19     |
|   |                                |   |
| 11.    | Notices                             | 19     |
|   |                                |   |
| 12.    | Rules of  Construction         | 20     |
|   |                                |   |
| 13.    | Assignment;  No Benefit             | 20     |
|   |                                |   |
| 14.    | Relationship  of the Parties        | 21     |
|   |                                |   |
| 15.    | Severability                        | 21     |
|   |                                |   |
| 16.    | Taxes  and Expenses                 | 21     |
|   |                                |   |
| 17.    | Currency                            | 21     |
|   |                                |   |
| 18.    | Counterparts                        | 21     |
|   |                                |   |
| 19.    | Entire  Agreement                   | 21     |
|   |                                |   |
| 20.    | Amendment                           | 22     |
|   |                                |   |
| 21.    | Waiver  of Jury Trial               | 22     |
|   |                                |   |
| 22.    | Dispute  Resolution                 | 22     |
|   |                                |   |
| 23.    | Limitation  of Liability            | 22     |
|   |                                |   |
| 24.    | Remedies  Cumulative                | 22     |
|   |                                |   |
| 25.    | Safety,  Health and the Environment | 22     |
|   |                                |   |
| 26.    | No  Fraud; No Corruption            | 23     |
|   |                                |   |
| 27.    | Guaranty                            | 23     |

 

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**MOLYBDENUM SUPPLY AGREEMENT**

 

THISMOLYBDENUM SUPPLY AGREEMENT (this “Agreement”), dated March 4,2010, and effective as of the Effective Date (defined below), is among GeneralMoly, Inc., a Delaware corporation (the “Company”) and Nevada Moly,LLC, a Delaware limited liability company (“Nevada Moly” and togetherwith the Company, “Seller”), China Han Long Mining Development Limited,a Hong Kong corporation (“Buyer”) and Hanlong (USA) Mining Investment, Inc.,a Delaware corporation (“Guarantor”).

 

**RECITALS**

 

A.                                   Eureka Moly,LLC, a Delaware limited liability company (“Eureka Moly”), leases andintends to operate a mine located in Eureka County, Nevada (the “Mount HopeMine”) from which it intends to produce Technical Grade Molybdenum Oxide (“TMO”),in the form of powder and carbon-free briquettes, that meets or exceeds thestandards on Schedule A (such TMO produced from the Mount HopeMine, the “Products”).

 

B.                                     As of the datehereof, (1) the Company owns 100% of Nevada Moly, which owns an 80% equityinterest in Eureka Moly and (2) POS-Minerals Corporation, a Delawarecorporation and affiliate of POSCO Canada Ltd., owns a 20% equity interest inEureka Moly.

 

C.                                     Seller wants tosell to Buyer, and Buyer wants to purchase from Seller, Products available fromSeller’s share of production at the Mount Hope Mine (offer is for output ofMount Hope Mine production only) upon the terms and subject to the conditionsset forth herein.

 

Inconsideration of the mutual covenants contained in this Agreement,  the parties, intending to be legally bound,agree as follows:

 

**AGREEMENT**

 

**1.****                                     ****Definitions and Interpretation****.**

 

**1.1****                              ****Definitions**.  Inaddition to the capitalized terms defined elsewhere in this Agreement, forpurposes of this Agreement:

 

“AdjustedMarket Price”:  (a) Market Pricetimes (b) {****}.

 

“Affiliate”:  As defined in the Securities PurchaseAgreement.

 

“BankLoan”:  As defined in the SecuritiesPurchase Agreement.

 

“BankLoan Closing Date”: Means the date of the Bank Loan Closing, as defined inthe Securities Purchase Agreement.

 

“BankLoan Maturity Date”: The original scheduled final maturity date of the BankLoan.

 

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“BankLoan Rejection”: Means the Company’s election not to enter into the BankLoan after the satisfaction of the conditions set forth in Section 7.2(b)(iv) ofthe Securities Purchase Agreement.

 

“beneficialownership” and correlative terms:  Asdefined in the Securities Purchase Agreement.

 

“BusinessDay”:  A day other than a Saturday,Sunday or other day on which commercial banks in New York City and Beijing,People’s Republic of China are authorized or required by Law to close.

 

“BuyerOwnership Percentage”: Guarantor’s aggregate percentage beneficialownership of shares of the outstanding Common Stock calculated on a FullyDiluted Basis except that there shall be excluded from such calculation ofoutstanding Common Stock on a Fully Diluted Basis (A) all shares of CommonStock issuable under Rights granted after the Tranche 1 Closing, and (B) alloutstanding shares of Common Stock that were issued by the Company after theEffective Date and were not subject to the right of Guarantor to participate insuch issuance under Section 6.4 of the Securities PurchaseAgreement; provided, however, that, upon the occurrence of aMajor Transaction, the Buyer Ownership Percentage on and after the date of suchMajor Transaction shall be deemed to be equal to the Buyer Ownership Percentageimmediately prior to such Major Transaction and shall remain fixed at suchBuyer Ownership Percentage until expiration or earlier termination of thisAgreement.

 

“Changeof Control”: As defined in the Eureka Moly LLC Agreement.

 

“CommercialProduction”: As defined in the Eureka Moly LLC Agreement.

 

“CommonStock”:  As defined in the SecuritiesPurchase Agreement.

 

“CompetentAuthority”:  The Person or Persons sodesignated by Buyer.

 

“DeliveryPoint”: Means FCA Mine Site Eureka, Nevada, U.S.A.

 

“Dollars”The lawful currency of the United States.

 

“EffectiveDate”: Means the earlier of (i) the Tranche 2 Closing Date, (ii) theBank Loan Closing Date, and (iii) the date of the occurrence of the BankLoan Rejection.

 

“EurekaMoly LLC Agreement”: The Amended and Restated Limited Liability CompanyAgreement of Eureka Moly, LLC, dated February 26, 2008, between NevadaMoly and POS-Minerals Corporation.

 

“ExclusivityProvision”: As defined in Section 2.7.2.

 

“ExistingObligations”:  Seller’s obligationsrelating to the supply of Products from Seller’s share of production at theMount Hope Mine that are in existence as of the date of this Agreement, as setforth in Schedule B.

 

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“FCA**”**:** **Means the delivery of goods ontruck, rail car or container at the specified point (depot) of departure, whichis usually the seller’s premises, or a named railroad station or a named cargoterminal or into the custody of the carrier, at seller’s expense. The point(depot) at origin may or may not be a customs clearance center. Buyer isresponsible for the main carriage/freight, cargo insurance and other costs andrisks.

 

“FirstThreshold”:  An amount calculated asfollows:

 

US${****}per pound of molybdenum

 

x  Threshold Adjustment

 

Forclarification, (a) the First Threshold will only be adjusted annually,which will occur within 30 days of the information necessary to calculatethe applicable {****} Percentage increase becoming publicly available {****},and (b) to the extent the information necessary to calculate suchadjustment is not available {****}, the adjustment will be calculated when suchinformation becomes available and applied retroactively {****}.

 

“Floor Price”:  An amount per pound calculated as follows:

 

US${****} per pound ofmolybdenum

 

x  (1 + {****} Percentage Increase)

 

Forclarification, (a) except as provided in Section 3.3, theFloor Price will only be adjusted {****}, which will occur within {****} of theinformation necessary to calculate the applicable {****} Percentage increasebecoming publicly available {****}, (b) to the extent the information necessaryto calculate such adjustment is not available {****}, the adjustment will becalculated when such information becomes available and applied retroactively{****}, and (c) the Floor Price will be calculated as set forth aboveregardless of the Market Price or any other adjustments to the Product Price.

 

“FullyDiluted Basis”:  As defined in theSecurities Purchase Agreement.

 

“Law”:  As defined in the Securities PurchaseAgreement.

 

“Losses”:   Any claims, losses, liabilities, damages,demands, fines, penalties, administrative and judicial proceedings and orders,judgments, remedial action, enforcement actions of any kind, and all reasonableand documented costs and expenses incurred in connection therewith (includingreasonable attorneys’ fees).

 

“MajorTransaction”: Any transaction or series of related transactions involvingor consisting of: (i) a merger or consolidation of the Company withanother entity,  the conversion of theCompany to another type of entity, a statutory share exchange with respect tothe Common Stock, or a similar transaction with respect to the Company or itsCommon Stock that is approved by the board of directors of the Company orholders of a majority of the Company’s outstanding shares of Common Stock; (ii) anyother sale, exchange or other disposition of a 

 

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majorityof the then outstanding shares of Common Stock, including a sale of CommonStock pursuant to a tender offer in which Guarantor elects to sell Common Stockor a Recommended Transaction in which Guarantor sells Common Stock; (iii) thedissolution and liquidation of the Company; or (iv) any stock dividend,stock split, reverse stock split, recapitalization or similar transaction withrespect to the Company or its Common Stock; provided that a transactionotherwise described in clauses (i) through (iv) of this definitionshall not be a Major Transaction unless such transaction would have the effectof reducing the Buyer Ownership Percentage; providedfurther,that no transaction described in clauses (i) through (iv) of thisdefinition shall be a Major Transaction if Guarantor has the right, inconnection with such transaction, to maintain the same Buyer OwnershipPercentage existing prior to such transaction pursuant to Section 6.4 ofthe Securities Purchase Agreement.

 

“MarketPrice”:  Means the average of thePlatt’s Metals Week published prices for TMO Dealer Oxide over (a) {****}or (b) {****}, as Buyer may determine annually pursuant to Section 3.4.  In the event that the basis for the MarketPrice currently in general use ceases to exist or ceases to be published,Seller and Buyer shall meet promptly with a view to agreeing on a new pricingbasis and the date for bringing such basis into effect.

 

“NewYork City”:  New York, New York,U.S.A.

 

“Person”:  An individual, limited or generalpartnership, corporation, trust, limited liability company, unincorporatedorganization, association, joint venture or a government or agency or politicalsubdivision or instrumentality thereof.

 

“{****}Percentage Increase”:  {****}

 

“ProductPrice”:  As defined in Section 3.

 

“RecommendedTransaction”: As defined in the Stockholder Agreement.

 

“Rights”:As defined in the Securities Purchase Agreement.

 

“SecondThreshold”:  An amount calculated asfollows:

 

US${****}per pound

 

x  Threshold Adjustment

 

Forclarification, (a) the Second Threshold will only be adjusted annually,which will occur within 30 days of the information necessary to calculatethe applicable {****} Percentage increase becoming publicly available {****}, (b) tothe extent the information necessary to calculate such adjustment is notavailable {****}, the adjustment will be calculated when such informationbecomes available and applied retroactively {****}, and (c) in no eventshall Second Threshold be less than the Floor Price.

 

“SecuritiesPurchase Agreement”:  The SecuritiesPurchase Agreement, dated March 4, 2010, between the Company**and Guarantor.

 

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“Seller’sShare of Product”:  Productdistributed or distributable to Nevada Moly or its Affiliates pursuant to Article 10of the Eureka Moly LLC Agreement or otherwise constituting Products of theCompany as to which Seller has distribution or sale rights.

 

“SGSGroup”: A group of entities associated with SGS SA, a Swiss sociétéanonyme.

 

“SojitzAgreement”: Molybdenum Supply Agreement, dated August 8, 2008, betweenthe Company and Sojitz Corporation.

 

“Statementof Beneficial Ownership”: A statement containing the information requiredby “Schedule 13G - Information to Be Included in Statements Filed Pursuant to Rule 13d-1(b),(c) and (d)and Amendments Thereto Filed Pursuant to Rule 13d-2”promulgated pursuant to the Securities Exchange Act of 1934, as amended.

 

“StockholderAgreement”: As defined in the Securities Purchase Agreement.

 

“Term”:  The term of this Agreement.

 

“Three-MonthLIBOR”:  Means the three month LIBORrate as published in *The Wall Street Journal*on the date an applicable invoice is due hereunder.  If Three-Month LIBOR is not available fromsuch source, the Three-Month LIBOR will be based on the arithmetic mean of therespective rates quoted by at least two leading reference banks selected bySeller offered to leading banks for deposits in Dollars for a period of threemonths in the London interbank market at or about 11:00 a.m. (London,England time) on the date an applicable invoice is due hereunder.

 

“ThresholdAdjustment”:  An amount calculated asfollows:

 

1  + (Percentage {****} Increase /  2)

 

“Tranche1 Closing”: As defined in the Securities Purchase Agreement.

 

“Tranche2 Closing Date”: As defined in the Securities Purchase Agreement.

 

“TriggerDate”:  The later of the EffectiveDate and the date of commencement of Commercial Production.

 

“UnitedStates” or “U.S.” or “U.S.A.”:  The United States of America.

 

“US$”:  Dollars.

 

**1.2****                              ****Interpretation**.

 

### 1.2.1                                                Unless thecontext of this Agreement otherwise clearly requires, (i) references tothe plural include the singular, and references to the singular include theplural, (ii) references to one gender include the other gender, (iii) thewords “include,” “includes” and “including” do not limit the preceding terms orwords and shall be deemed to be followed by the words “without limitation,” (iv) theterms “hereof,” “herein,” “hereunder,” 

 

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### “hereto”and similar terms in this Agreement refer to this Agreement as a whole and notto any particular provision of this Agreement, (v) reference to day,without the explicit qualification of “business” refers to a calendar day, (vi) referencesto a month, quarter, year or such other subdivision, without the explicitqualification of “fiscal”, refers to a calendar month, quarter, year or othersuch subdivision, respectively (vii) all references to “the date hereof,” “thedate of this Agreement” or similar terms (but excluding references to the dateof execution hereof) refer to the date first above written, notwithstandingthat the parties may have executed this Agreement on a later date, (viii) anyreference to “pounds” in this Agreement refers to pounds of molybdenumcontained in the Products, and (ix) references to any Person include suchPerson’s respective successors, assigns, transferees, lessees, heirs, executorsand administrators, whether by merger, consolidation, amalgamation,reorganization, sale of assets or otherwise.

###  

### 1.2.2                                                Unlessotherwise set forth herein, references in this Agreement to (i) anydocument, instrument or agreement (including this Agreement) (A) includeand incorporate all exhibits, schedules and other attachments thereto, (B) includeall documents, instruments or agreements issued or executed in replacementthereof and (C) mean such document, instrument or agreement, orreplacement or predecessor thereto, as amended, modified or supplemented fromtime to time in accordance with its terms and in effect at any given time, and (ii) aparticular Law referenced herein means such Law as amended, modified,supplemented or succeeded, from time to time and in effect at any giventime.  When a reference is made in thisAgreement to Articles, Sections or any other subdivision, such reference is toan Article, a Section or other subdivision of this Agreement, unlessotherwise indicated.  When a reference ismade in this Agreement to a party or parties, such reference is to parties tothis Agreement, unless otherwise indicated.

###  

### 1.2.3                                                The headingsand captions of the various subdivisions of this Agreement are for convenienceof reference only and shall in no way modify or affect the meaning orconstructions of any of the terms or provisions hereof.

###  

**2.****                                     ****Supply and Purchase of Product****.**

 

**2.1****                              ****Supply of Product Prior to Trigger Date**.  No obligations to supply or purchase Productsunder this Agreement will exist prior to the Trigger Date.

 

**2.2****                              ****Supply of Products Following Trigger Date**.  After the Trigger Date, upon the terms andsubject to the conditions set forth in this Agreement, Seller agrees to supplyand sell to Buyer, and Buyer agrees to purchase from Seller, the amounts ofProducts as follows:

 

### 2.2.1                                                If the BankLoan Closing Date occurs,

###  

##### (a)                                  for each monthcommencing prior to the expiration of the Existing Obligations, all of Seller’sShare of Product for such month that are not committed pursuant to the ExistingObligations.

#####  

##### (b)                                 for each monthcommencing on or after the expiration of the Existing Obligations, but prior tothe Bank Loan Maturity Date, the greater of 1,333,333 pounds or 70% of Seller’sShare of Product (less the Existing Obligations) for such month, or, if 

 

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##### Seller’sShare of Product for such month is less than 1,333,333 pounds, 100% of Seller’sShare of Product (less the Existing Obligations) for such month.

#####  

##### (c)                                  for each monthcommencing after the Bank Loan Maturity Date, a percentage of Seller’s Share ofProduct (less the Existing Obligations) equal to the lesser of 2.5 times theBuyer Ownership Percentage as of the first day of the quarter in which suchmonth falls or 100% of Seller’s Share of Product (less the ExistingObligations) for such month.

#####  

### 2.2.2                                                If the BankLoan Rejection occurs and the Tranche 2 Closing Date occurs,

###  

##### (a)                                  for each monthcommencing prior to the expiration of the Existing Obligations, all of Seller’sShare of Product for such month that are not committed pursuant to the ExistingObligations.

#####  

##### (b)                                 for each monthcommencing on or after the expiration of the Existing Obligations, but prior to14 years after the date of commencement of Commercial Production, the greaterof 1,333,333 pounds or 70% of Seller’s Share of Product (less the ExistingObligations) for such month, or, if Seller’s Share of Product for such month isless than 1,333,333 pounds, 100% of Seller’s Share of Product (less theExisting Obligations) for such month.

#####  

##### (c)                                  for each monthcommencing on or after the date that is 14 years after the date of commencementof Commercial Production, a percentage of Seller’s Share of Product (less theExisting Obligations) equal to the lesser of 2.5 times the Buyer OwnershipPercentage as of the first day of the quarter in which such month falls or 100%of Seller’s Share of Product (less the Existing Obligations) for such month.

#####  

### 2.2.3                                                If the BankLoan Rejection occurs and the Tranche 2 Closing Date does not occur,

###  

##### (a)                                  for each monthcommencing  prior to the expiration ofthe Existing Obligations, one half of Seller’s Share of Product for such monththat are not committed pursuant to the Existing Obligations.

#####  

##### (b)                                 for each monthcommencing on or after the expiration of the Existing Obligations, but prior to14 years after the date of commencement of Commercial Production, the greaterof 666,667 pounds or 35% of Seller’s Share of Product (less the ExistingObligations) for such month, or, if Seller’s Share of Product for such month isless than 666,667 pounds, 100% of Seller’s Share of Product (less the ExistingObligations) for such month.

#####  

##### (c)                                  for each monthcommencing after the date that is 14 years after the date of commencement ofCommercial Production, a percentage of Seller’s Share of Product (less theExisting Obligations) equal to the lesser of 1.25 times the Buyer OwnershipPercentage as of the first day of the quarter in which such month falls or 100%of Seller’s Share of Product (less the Existing Obligations) for such month;

 

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### provided**that, for purposes of Sections 2.2.1(c), 2.2.2(c) and2.2.3(c), if, at the time of the occurrence of a Change of Control, theBuyer Ownership Percentage is less than a five percent (5%), for purposes of Sections2.2.1(c), 2.2.2(c) and 2.2.3(c), the Buyer OwnershipPercentage shall be deemed equal to the Buyer Ownership Percentage immediatelyprior to such Change of Control, and shall be fixed at such Buyer OwnershipPercentage until the expiration or earlier termination of this Agreement.

###  

**2.3****                              ****Delivery Schedule; Shortfalls**.  Deliveries of the Products under thisAgreement will be made by Seller to Buyer in monthly installments.  Buyer and Seller will reasonably cooperatewith each other in connection with forecasting, ordering and delivery schedulesand procedures.  Without limiting theforegoing, prior to the first day of each month, Seller shall provide Buyerwith the schedule for shipment of Product in the following month that commencesat least 30 days after the date the schedule is provided to the Buyer.  In the event that Seller does not deliver thefull installment amount of Products in any given month, Buyer is entitled todemand that 100% of any such shortfall (the “Shortfall Amount”) bedelivered in the following six month(s), provided**that (a) Seller’s Share ofProduct is sufficient to meet the Shortfall Amount, and (b) any Productsthat any third party owns or controls, including any Products committedpursuant to the Existing Obligations, will not be considered available forfulfill any Shortfall Amount.  In theevent of such a shortfall, Seller agrees not to sell any Products to any thirdparty, except pursuant to the Existing Obligations, without Buyer’s priorwritten consent unless and until any properly requested Shortfall Amount hasbeen delivered.

 

**2.4****                              ****Take-or-Pay**. Except as set forth in this Section 2.4, Buyer shall takedelivery of Products made available by Seller in the amounts and on the termsset forth in this Agreement. Notwithstanding anything herein to the contrary, Buyer agrees that inthe event that Buyer fails to take delivery of Products made available bySeller in the amounts and on the terms set forth in this Agreement, (a) Buyerwill still be obligated to pay Seller with respect to such Products as thoughBuyer had taken delivery pursuant to the terms of this Agreement, and (b) Sellershall store such Product free of charge for 30 days after the initial deliverydate.  If Buyer has not taken the Products30 days after the initial delivery date for any reason, Seller agrees tocontinue to store the Products without cost to Buyer if Seller reasonably hasspace and the availability to do without disruption of Seller’soperations.  If after the initial 30 dayperiod Seller is unable to continue to store such Products on site for Buyerwithout incurring additional costs for storage containers or other third partyexpenses, then Buyer shall pay Seller all out-of-pocket expenses incurred bySeller related to the storage, carrying and handling of such Product.  Seller shall invoice Buyer for the costs andexpenses related to the handling, carrying and storing of such Product.  If Seller fails to pay such invoice for aperiod of 60 days after the issuance of such invoice, Seller shall have theright to sell enough of the stored Product sufficient to pay such outstandinginvoice.  Notwithstanding the foregoing, (i) ifBuyer has not taken the Products on the initial delivery date because of anEvent of Force Majeure that makes it impossible for Buyer to take delivery,Seller shall store Products for Buyer without cost to Buyer for the first 60days during the continuation of such an Event of Force Majeure, and (ii) thereafter,all such Products shall be treated as otherwise provided in this Section 2.4.

 

**2.5****                              ****Composition of Products**.  Product shall be TMO powder in bulk supersacks or other such form of TMO product manufactured by Seller.  No later than 30 days prior to the first dayof each quarter during the Term of this Agreement, Buyer shall notify Seller ofthe 

 

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form of Product it wishes to purchase in the following quarter.  Seller shall produce the requested form ofProduct unless it is commercially unreasonable to produce such form ofProduct.  If Seller determines that arequested form of Product is commercially unreasonable to produce, it willdeliver TMO powder in bulk super sacks, or such other form of Product that Buyerrequests that is commercially reasonable to produce.  Notwithstanding the foregoing, if Buyerrequests any change in the agreed form of Product supplied during any quarter,Seller shall, subject to the terms of Section 3.2, and receipt ofreasonable advance notice from Buyer, use commercially reasonable efforts toprovide the new form of Product requested.

 

**2.6****                              ****Specifications**.  Thespecifications and technical requirements of the Products to be deliveredhereunder are set forth in Schedule A (the “Specifications”).  Notwithstanding anything to the contrary,Buyer will not be required hereunder to purchase any Products which do notcomply with the Specifications.  Sellerwill, at its expense, supply a certificate confirming that each shipment ofProducts complies with the Specifications.

 

**2.7****                              ****Restrictions on Sales**.

 

### 2.7.1                                                Without theprior written consent of Seller (which shall be at the sole discretion ofSeller), until the expiration or earlier termination of the Sojitz Agreement,Buyer will not (a) sell, transfer or otherwise distribute any Productswithin Japan, or enter into an agreement or arrangement with another party forits sale, transfer or distribution of Products within Japan, or (b) takeany other action to intentionally circumvent the restriction set forth inclause (a) above.

###  

### 2.7.2                                                Without theprior written consent of Buyer (which shall be at the sole discretion ofBuyer), for a period commencing upon the expiration of the Existing Obligationsand ending upon the expiration or earlier termination of this Agreement, Sellerwill not (a) sell, transfer or otherwise distribute any Products withinthe People’s Republic of China, or enter into an agreement or arrangement withanother party for its sale, transfer or distribution of Products within thePeople’s Republic of China, (b) take any other action to intentionallycircumvent the restriction set forth in clause (a) above, or (c) enterinto any agreement (other than any amendment or modification to the ExistingObligations or the Eureka Moly LLC Agreement that does not increase the term ofsuch agreement or increase the amount of molybdenum product sold pursuant tosuch agreement) having a term of one year or more pursuant to which Selleragrees to supply molybdenum products from the Mount Hope Mine after the TriggerDate, unless such agreement includes the following language (the “ExclusivityProvision”):

###  

### “Withoutthe prior written consent of [Seller] (which shall be at the sole discretion of[Seller]), [Product purchaser] will not (a) sell, transfer or otherwisedistribute any molybdenum products within the People’s Republic of China, orenter into an agreement or arrangement with another party for its sale,transfer or distribution of molybdenum products within the People’s Republic ofChina or (b) take any other action to intentionally circumvent therestriction set forth in clause (a) above.”

###  

### After60 days prior written notice from Buyer to Seller that an Exclusivity Provisionhas been breached, or after Seller’s knowledge, as defined in Section 9.11(c) ofthe Securities Purchase

 

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###  

### Agreement,of such a breach, Seller will terminate the agreement that has been breached,unless Seller has notified Buyer in writing prior to the expiration of such60-day period that it (a) does not believe an Exclusivity Provision hasbeen breached, or (b) that its investigation into whether such breach hasoccurred is being diligently pursued, but has not been completed.

###  

### 2.7.3                                                Without theprior written consent of Seller (which shall be at the sole discretion ofSeller), for a period commencing upon the expiration of the ExistingObligations and ending upon the expiration or earlier termination of thisAgreement, Buyer will not (a) sell, transfer or otherwise distribute anyProducts within any of the countries set forth on Schedule C, or enterinto an agreement or arrangement with another party for its sale, transfer ordistribution of Products within any of the countries set forth on Schedule C,or (b) take any other action to intentionally circumvent the restrictionset forth in clause (a) above.

###  

**2.8****                              ****Buyer’s Failure to Pay**.  Without limiting any other rights set forthin this Agreement, including the termination rights set forth in Section 5,Seller shall have no obligation to deliver any Products to Buyer if any invoicerequired to be paid by Buyer pursuant to this Agreement remains unpaid for aperiod of sixty days after the due date for such invoice, unless such invoiceis being contested in good faith.  In thecase of a dispute, the undisputed portion of the invoice shall be paid inaccordance with the terms of this Agreement and the contested portion of theinvoice shall be resolved in accordance with this Agreement.

 

**2.9****                              ****Amount of Product**.  If Buyer is purchasing Products pursuant to Section 2.2.1(b),2.2.2(b) or 2.2.3(b):

###  

### 2.9.1                                                by November 1of each year Seller shall provide Buyer with Seller’s best estimate andforecast of Product production at the Mount Hope Mine for the following year ona month-to-month basis of (i) estimated production and (ii) Buyer’sshare of that production.  The determinationwhether 16,000,000 pounds or 70% of Seller’s Share of Product is greater forthe following year shall be based on such forecast, and sales in the followingyear shall be based on such determination.

###  

### 2.9.2                                                by April 15,July 15 and October 15 of each year (commencing with April 15 ofthe second year in which Product is sold pursuant to Section 2.2.1(b),2.2.2(b) or 2.2.3(b)), Seller will inform Buyer whether, forthe prior quarter 4,000,000 pounds or 70% of Seller’s Share of Product wasgreater for the prior quarter.  If Buyerpurchased less Product than it was required to purchase pursuant to Section 2.2.1(b),2.2.2(b) or 2.2.3(b) during the prior quarter, thenSeller shall sell to Buyer an amount of Product equal such deficiency.  Such Product shall be delivered FCA DeliveryPoint as soon as practicable at a price equal to the average Product Price forthe prior quarter.

###  

### 2.9.3                                                by January 15of each year (commencing with January 15 of the third year in whichProduct is sold pursuant to Section 2.2.1(b), 2.2.2(b) or2.2.3(b)), Seller will inform Buyer whether, for the prior year16,000,000 pounds or 70% of Seller’s Share of Product was greater for the prioryear.  If Buyer purchased less Productthan it was required to purchase pursuant to Section 2.2.1(b), 2.2.2(b) or2.2.3(b) during the prior year, then Seller shall sell to Buyer anamount of Product equal such deficiency. Such Product shall be delivered FCA Delivery Point as soon aspracticable at a price equal to the average Product Price for the prior 

 

10

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### year.  If Buyer purchased more Product than it wasrequired to purchase pursuant to Section 2.2.1(b), 2.2.2(b) or2.2.3(b) during the prior year then, such oversupply of Productshall be deducted from the amount of Product delivered over the course of thefirst quarter of the current year.

###  

## **2.10****                       ****Beneficial Ownership Reporting.**

##  

### 2.10.1                                          If the BuyerOwnership Percentage is less than 5% and this Agreement would have expired butfor Buyer’s continuing guarantee of the Bank Loan, Buyer shall deliver toSeller prior to the first day of each quarter a Statement of BeneficialOwnership for such quarter.

###  

### 2.10.2                                          If, for anyquarter, Buyer fails to deliver a Statement of Beneficial Ownership, Seller maydeem the Buyer Ownership Percentage to be the same as reported in the lastStatement of Beneficial Ownership received by Seller.  If, due to a failure to deliver a Statementof Beneficial Ownership, Buyer purchases an amount of Product that is differentthan the amount it was required to purchase, that difference shall be added orsubtracted, as appropriate, to the amount of Product delivered to Buyer as soonas practicable following Seller’s receipt of the delayed Statement ofBeneficial Ownership, and shall be priced at the average Product Price for themonth in which it should have been delivered.

###  

**3.****                                     ****Pricing and Payment Terms****. **The price payable by Buyerto Seller for Products supplied by Seller to Buyer pursuant to this Agreement(the “Product Price”) shall be (a) for 75% of Products delivered,equal to the Adjusted Market Price plus the Additional Product Price, ifapplicable; and (b) for 25% of Products delivered, equal to the BaseProduct Price plus the Additional Product Price, if applicable, subject to adjustmentas set forth elsewhere in this Agreement.

 

**3.1****                              ****Base Product Price**.  The base price payable by Buyer to Seller forProducts supplied by Seller to Buyer pursuant to this Agreement (the “BaseProduct Price”) will be as follows:

 

### 3.1.1                                                If the Market Priceis less than or equal to the Floor Price, the Base Product Price will be equalto the Floor Price; and

###  

### 3.1.2                                                If the MarketPrice exceeds the Floor Price, the Base Product Price will be determined asfollows:

###  

|   | (a)           | If  the Market Price is less than or equal to the First Threshold, the Base  Product Price will be calculated as follows:                        |
|--------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   |          |                                                                                                                                             |
|   |          | Floor Price                                                                                                                                      |
|   | +   | [(Market Price – Floor Price) x {****}]                                                                                                     |
|   |          |                                                                                                                                             |
|   | (b)           | If  the Market Price is more than the First Threshold but less than the Second  Threshold, the Base Product Price will be calculated as follows: |

 

11

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|   |          | Floor Price                                                                                          |
|--------|---------------|------------------------------------------------------------------------------------------------------|
|   | +   | [(First Threshold – Floor Price)  x  {****}]                                |
|   | +   | [(Market Price – First Threshold)  x  {****}]                               |
|   |          |                                                                                                 |
|   | (c)           | If  the Market Price exceeds the Second Threshold, the Product Price will be  calculated as follows: |
|   |          |                                                                                                 |
|   |          | Floor Price                                                                                          |
|   | +   | [(First Threshold – Floor Price)   x  {****}]                               |
|   | +   | [(Second Threshold – First Threshold)  x  {****}]                           |
|   | +   | [(Market Price – Second Threshold)  x  {****}]                              |

 

**3.2****                              ****Additional Product Price**.  Buyer will pay an additional amount (the “AdditionalProduct Price”) for Products that are supplied hereunder (as agreed to byBuyer and Seller as set forth herein) in a form other than TMO powder packagedin bulk super sacks, equal to Seller’s additional costs to (i) convertsuch Products from the form required to be delivered hereunder to such otherform of Products, and (ii) package such other form of Product, *plus* 10% of such additional cost.

 

## **3.3****                              ****Entry into Other Supply Agreements**.  If, during the Term, Seller enters into anyother agreement or series of related agreements (a) pursuant to whichSeller agrees to supply molybdenum products from the Mount Hope Mine to a thirdparty prior to the Trigger Date or (b) having a term of one year or morepursuant to which Seller agrees to supply molybdenum products from the MountHope Mine after the Trigger Date, and in either case such agreementcontemplates a floor price that is more than US${****} per pound lower than theFloor Price in effect in any month during the Term, then Seller will promptlyprovide Buyer notice thereof together with a copy of such agreement(s).  Within 30 days of delivery of suchnotice, Buyer may, at its option, deliver written notice to Seller of itsdesire to amend this Agreement to provide for the same monthly floor price andall other financial terms and conditions as such new agreement(s), and theparties agree to cooperate promptly and in good faith to prepare and executesuch amendment.  If the parties areunable to do so within 60 days after delivery of Buyer’s notice of itsdesire to amend this Agreement, such matter will be resolved pursuant to theprocedures set forth in Section 22.

##  

## **3.4****                              ****Determination of Market Price****.**  No later than November 30 of each yearduring the term of this Agreement, Buyer will give written notice to Seller ofthe percentage of Product to be delivered during the following calendar year towhich the pricing basis described in clause (a) of the definition of “MarketPrice” in Section 1.1 will apply, and the percentage of Product to bedelivered during the following year to which the pricing basis described inclause (b) of the definition of “Market Price” in Section 1.1 willapply, which will aggregate 100%.

##  

**4.****                                     ****Deliveries and Invoices****.**

 

**4.1****                              ****Delivery Point**. Except as otherwise set forth herein, all Products will be delivered tothe Delivery Point.  The Product Pricecalculations provided in this Agreement are 

 

12

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on an FCA Delivery Point basis for delivery by Seller to the DeliveryPoint.  Title and risk in each shipmentof Products will pass from Seller to Buyer upon delivery  FCA Delivery Point.

 

**4.2****                              ****Invoices**.

 

### 4.2.1                                                On or after theearlier of Seller’s receipt of a bill of lading evidencing Buyer’s receipt ofProduct at the Delivery Point, and the end of each month, Seller will invoiceBuyer by sending an invoice to the Competent Authority for the Productdelivered (or for which Buyer is obligated to pay pursuant to Section 2.4during that month), and the corresponding Product Price.

###  

### 4.2.2                                                If at the timeof Seller’s receipt of a bill of lading or the end of a month, the price forthe Product sold has not been determined, Seller will issue a provisionalinvoice based on the average Product Price of Products delivered in the priormonth in which the Product Price was known (a “Provisional Invoice”).  If a Provisional Invoice is issued, Buyershall pay 90% of the amount of such Provisional Invoice pursuant to the termsof Section 4.2.  Seller shallissue a final invoice as soon as the correct Product Price is known, whichshall set forth the difference, if any, between the amount paid pursuant to theProvisional Invoice and the correct Product Price.  To the extent that the actual Product Priceexceeds the amount paid pursuant to the Provisional Invoice, Buyer shallpromptly pay such difference to Seller. To the extent that the actual Product Price is less than the amount paidpursuant to the Provisional Invoice, such amount shall be credited against theamount owed by Buyer on the next invoice issued by Seller to Buyer.

###  

### 4.2.3                                                The amountshown on such invoice (or 90% of the amount in the case of a ProvisionalInvoice) will be due and payable by wire transfer to an account identified by Sellerwithin 30 days of the issuance of the invoice.  If Buyer fails to pay any invoice amount duepursuant to this Agreement on or before the applicable due date, interest onthe unpaid amount at a rate per annum equal to Three-Month LIBOR plus 1.5% willaccrue daily from the applicable due date until the date the unpaid amount ispaid and shall be due and payable at the time when the unpaid amount is paid orotherwise within five Business Days after demand by Seller therefor.

###  

**4.3****                              ****Assaying Adjustments**.

 

### 4.3.1                                                Buyer has theright to appoint a neutral sampler (the “Sampler”), approved by Seller(which approval will not be unreasonably withheld or delayed), to take samplesof the Products at the Delivery Point. In the event that Buyer determines that Seller has deliverednon-conforming Product which should result in an adjustment to the ProductPrice (an “Assay Adjustment”), Buyer will notify Seller in writing ofsuch determination (along with its results of analysis of such Product) within60 days of delivery of such Product. Buyer and Seller will appoint a mutually agreeable third party to assistin the resolution of such matter (the “Referee”) within 30 days ofdelivery of such notice.  If Buyer andSeller fail to appoint the Referee within such 30-day period, SGS Group (orsuch other mutually agreeable third party, in the event that SGS Group or itssuccessor ceases to exist) will appoint the Referee at either Buyer’s or Seller’srequest.  The Referee will analyze thesample of such Product taken by the Sampler and the closest to the Referee’sresults of either the assay set forth in the notice 

 

13

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### deliveredby Buyer pursuant to this Section 4.3.1, or the assay set forth inthe relevant certificate supplied by Seller pursuant to Section 2.6will be final and binding upon Buyer and Seller, in the event of a tie theReferee results will govern.

###  

### 4.3.2                                                The costs andexpenses related to the procedures set forth in this Section 4.3(including the costs of the Sampler) will be borne by the party whose resultsare furthest from the results of the Sampler. In the event that the results of the Sampler are exactly between thoseof Seller and the Buyer, each of Seller and the Buyer will bear 50% of any suchcosts and expenses.  For the purpose ofthe foregoing, the “results” of Seller will refer to the assay results setforth on the related invoice.

###  

### 4.3.3                                                In the eventthat the final determination results in an obligation on a party to payadditional amounts or to reimburse any sum, such payment or reimbursement willbe settled promptly by credit or debit notes and the invoice following thefinal determination shall be adjusted accordingly.

###  

**4.4****                              ****No Prejudice**. Payment of an invoice by Buyer does not constitute acceptance of theProducts covered by such invoice and is without prejudice to any and all claimsBuyer may have against Seller in connection therewith.  Buyer will have the right to accept anyportion of any shipment of Products notwithstanding that it may reject thebalance thereof.  Acceptance by Buyer ofall or any portion of a shipment of Products will not constitute a waiver ofany claim which Buyer may have regarding the Products.

 

**5.****                                     ****Term; Termination****.**

 

**5.1****                              ****Term**.  The initialterm of this Agreement will commence on the Effective Date and expire on thelater of (a) the first date after the Bank Loan Maturity Date when theBuyer Ownership Percentage is less than 5% and (b) the date the Buyerceases to guarantee the Bank Loan, unless sooner terminated in accordance withthis Section 5; provided, however,**this Agreement shall not expireautomatically pursuant to subsection (a) if the Buyer Ownership Percentageis less than 5% due to a Change of Control or the occurrence of a MajorTransaction.

 

**5.2****                              ****Termination**.  ThisAgreement may be terminated by:

 

### 5.2.1                                                either Buyer orSeller at any time in the event of a material breach of this Agreement by theother, provided a written termination notice identifying the materialbreach has been given to the breaching party and the breach has not been curedwithin 60 days from the date of said notice; providedfurther**that for clarification purposes anybreach of Section 2.7 will be considered to be a “material breach”of this Agreement; or

###  

### 5.2.2                                                either Buyer orSeller at any time, by written notice, in the event:

###  

##### (a)                                  of insolvencyof the other;

#####  

##### (b)                                 of the filingof a voluntary petition in bankruptcy of the other;

 

14

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##### (c)                                  of the makingof an assignment for the benefit of creditors by the other, excludingassignments of accounts receivable;

#####  

##### (d)                                 of theinability of the other to pay its debts as they come due;

#####  

##### (e)                                  the other has areceiver or other custodian of any kind appointed to administer any substantialamount of the other’s property;

#####  

##### (f)                                    of the filingof an involuntary petition in bankruptcy with respect to the other;

#####  

##### (g)                                 any proceedingsfor the reorganization of the other, or for the readjustment of any of theother’s debts, under any laws, now or hereafter existing, for the relief ofinsolvent debtors, will be commenced by or against the other; or

#####  

##### (h)                                 of thediscontinuation of the other of its business;

#####  

### 5.2.3                                                by Buyer, inthe event that after the Trigger Date, Seller fails to meet the deliveryrequirements of Products set forth in Section 2 for a period ofninety days, provided a written termination notice identifying thefailure to delivery Product has been given to Seller and the failure has notbeen corrected within 30 days from the date such notice was given; or

###  

### 5.2.4                                                by Seller, inthe event that Buyer fails to pay any amount required to be paid by Buyerpursuant to this Agreement on or before the due date therefor under thisAgreement, provided a written termination notice identifying the unpaidamount has been given to Buyer and the invoice has not been paid within 60 daysfrom the date such notice was given; or

###  

### 5.2.5                                                by Seller, inthe event that Buyer fails to provide a Statement of Beneficial Ownership duepursuant to Section 2.10 for a period of 30 days after such statementis due, provided a written termination notice identifying the failure toprovide a Statement of Beneficial Ownership has been given to Buyer and theStatement of Beneficial Ownership has not been delivered to Seller within 60days from the date such notice was given.

###  

**5.3****                              ****Effect of Termination**.  Unless notified otherwise by Buyer, upon atermination of this Agreement, Seller will fill all outstanding obligations tosupply the Products in accordance with the terms of this Agreement.  Buyer will accept and pay for all conformingProducts delivered in accordance herewith. Termination will be without prejudice to the rights and obligations ofthe parties which have accrued prior to the effective date of termination.  Sections 4, 6 and 8through 24, inclusive, will survive the expiration or termination ofthis Agreement.

 

15

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**6.****                                     ****Indemnification****.**

 

**6.1****                              ****Procedure**.  If Buyerclaims that any of the Products fail to conform with the Specifications or failto be in compliance with all applicable laws (excluding claims relating toAssay Adjustments which will be resolved in accordance with Section 4.3),Buyer will notify Seller of its claim (“Claim”), and provide Seller withall relevant documentation of the Claim, no later than 60 days after thedate of delivery of such Products.  Uponreceipt of a Claim, Seller will have the right to inspect such Products and allevidence of the Claim, and Seller and Buyer will attempt to reach an agreementas to whether the Claim is valid.

 

**6.2****                              ****Remedies**.  If it isdetermined by Buyer and Seller that the Claim is valid, Seller will elect oneof the following actions to remedy the failure, and will deliver notice thereofto Buyer 30 days prior to taking any such action:

 

### 6.2.1                                                delivering toBuyer conforming Products to replace the nonconforming Products;

###  

### 6.2.2                                                refunding toBuyer the purchase price paid by Buyer with respect to the nonconformingProducts in return provided that Seller will have the option to take possessionof the nonconforming Products; or

###  

### 6.2.3                                                applying acredit to the next purchase to be made by Buyer hereunder.

###  

If,upon receipt of notice of the intent to take one of the actions above, Buyerinstead desires Seller to take another action listed above to remedy thefailure, Buyer will deliver notice of such desire to Seller.  If upon delivery of such notice Buyer andSeller do not agree on the action to be taken, such matter will be resolvedpursuant to the arbitration procedures set forth in Section 22.  The removal and replacement of nonconformingProducts will be at Seller’s sole expense (including all costs oftransportation, duties, taxes and insurance), and Seller will reimburse Buyerfor all costs (including all costs incurred with respect to transportation, duties,taxes and insurance) incurred by Buyer in connection with the replacement ofnonconforming Products.

 

IfBuyer and Seller cannot agree on the validity of a Claim, such matter will beconsidered a Dispute and will be resolved pursuant to the procedures set forthin Section 22.

 

**6.3****                              ****Limitations**.  TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED HEREIN,SELLER EXPRESSLY DISCLAIMS, AND MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OFANY TYPE, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USEOR OTHERWISE, WITH RESPECT TO THE PRODUCTS.

 

**6.4****                              ****Indemnification by Seller**.  Seller will at all times defend, indemnify,protect and hold harmless Buyer and its affiliates and their directors,officers, agents, employees, participants and assigns, from and against any andall Losses arising in whole or in part out of the willful misconduct and/ornegligent performance of any obligations of Seller under this Agreement; provided,**however, that Seller will not berequired to indemnify any indemnified Person for any Losses to the extentresulting from the misconduct or negligence of such indemnified Person.

 

16

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**7.****                                     ****Force Majeure****.**  Neither Buyer nor Seller will be liable tothe other for default or delay in the performance of its obligations hereunderwhen and to the extent that such default or delay is caused by order,injunction or stay entered by any court with valid jurisdiction, war, civilcommotion, strike, labor dispute, work stoppage or slowdown, storm,earthquake, explosion, insurrection, epidemic or quarantine restriction, fire,flood, act of God, the inability to maintain in full force and effect allpermits required to carry out planned mining operations due to intervention ofgovernment  or any other similarcontingency beyond the reasonable control of the parties (the occurrence of anyof the foregoing will be an “Event of Force Majeure”); provided, however,that no Event of Force Majeure will have occurred in the event of a strike,labor dispute, work stoppage or slowdown initiated by, or involving only,workers or employees within Seller’s organization.  The occurrence of an Event of Force Majeure will not terminate thisAgreement, absent the written consent of the parties otherwise; provided*,*however, that Buyer may, at itsoption, terminate this Agreement if an Event of Force Majeure prevents, orBuyer reasonably anticipates that it will prevent, Seller from meeting itsobligations in whole or in substantial part under this Agreement for more thanninety consecutive days during the Term. Both Seller and Buyer will use their commercially reasonable bestefforts to avoid the occurrence and remove the causes of an Event of ForceMajeure and to continue performance of their respective obligations hereunderpromptly following the removal of such causes. If an Event of Force Majeure prevents a party from meeting itsobligations hereunder in part, but not in whole, the parties will use their commerciallyreasonable best efforts to equitably adjust the parties’ respective obligationshereunder consistent with and in furtherance of the purposes hereof.  Should Seller invoke force majeureconditions, the Buyer will be entitled to obtain from alternative sources suchProducts as it reasonably requires during the period that Events of ForceMajeure subsist, and the quantities Products obtained under such conditionswill be deducted from the amount of Products Buyer is required to purchasehereunder.

 

**8.****                                     ****Confidentiality****.**

 

#### 8.1                                 During the Term,each of Buyer and Seller will be in a position to receive certain of each other’sconfidential, privileged and proprietary information (“ConfidentialInformation”); provided that Confidential Information excludes anyinformation:

####  

###### 8.1.1                                                which is orbecomes available to the public through no act, omission or fault of, andabsent any breach of a covenant or obligation hereunder by, the party whoseobligation it is to keep such information confidential;

######  

###### 8.1.2                                                which the partywhose obligation it is to keep such information confidential may have receivedlawfully from any third party without restrictions as to disclosure thereof andwithout breach of this Agreement; or

######  

###### 8.1.3                                                which wasdeveloped by the party whose obligation it is to keep such information confidentialwithout (as established by documentation or by other appropriate evidence) theuse of the other party’s Confidential Information or any breach of thisAgreement or any other agreement.

######  

Selleragrees that the Confidential Information of Buyer, and Buyer agrees that theConfidential Information of Seller, is an integral and key part of the assetsof each respective 

 

17

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entityand that the unauthorized use or disclosure of the other party’s ConfidentialInformation would seriously damage the owner thereof in its business.  As a consequence of the above, Seller andBuyer hereby agree that, during the Term and thereafter:

 

#### 8.2                                 During the termof this Agreement and until the fifth anniversary of the expiration or earliertermination of this Agreement, neither of Seller and Buyer will, directly orindirectly:

####  

###### 8.2.1                                                use any of theother party’s Confidential Information, except as may be necessary to performits obligations hereunder; or

######  

###### 8.2.2                                                disclose, furnishor make accessible, or cause any person to disclose, furnish or makeaccessible, any aspect of the other party’s Confidential Information to anyPerson (other than the other party),

######  

except,in either case Section 8.2.1 or 8.2.2, as set forth in Section 8.1.2or as may be expressly authorized by the other party in writing or as requiredby Law or pursuant to a court order; provided*,*however, that prior to any compelled disclosure,the party whose obligation it is to keep such information confidential willhave given the other party notice of the circumstances relating to suchcompelled disclosure and an opportunity to seek an appropriate protective orderwith respect thereto.

 

#### 8.3                                 Except asrequired by Law or pursuant to a court order, each of Seller and Buyer will:

####  

###### 8.3.1                                                use no lessthan the care a reasonably prudent Person would use in safeguarding his, her orits Confidential Information;

######  

###### 8.3.2                                                limit access tothe other party’s Confidential Information to its employees and representativeswho require access to such Confidential Information for the purposes ofperforming its obligations hereunder and who have agreed to be bound by theterms of this Section 8; and

######  

###### 8.3.3                                                refrain fromany action or conduct which might reasonably or foreseeably be expected tocompromise the confidential, privileged or proprietary nature of the otherparty’s Confidential Information.

######  

#### 8.4                                 Each of Sellerand Buyer will comply with reasonable requests made by the other from time totime regarding the protection of the confidential, privileged and proprietarynature of the other party’s Confidential Information.  Upon the written request of either party, theother party will promptly return to the requesting party all of the requestingparty’s Confidential Information, including any and all copies and summariesthereof, in each case in any format (whether written, electronic or otherwise).

####  

#### 8.5                                 For purposes ofthis Section 8, the term the “Seller” will include all Affiliatesof Seller, and the term “Buyer” will include all Affiliates of Buyer.  Nothing in this Section 8 willoperate to prevent a party from disclosing such information as is required by

 

18

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#### applicableLaw or the rules or policies of any securities exchange on which a party’ssecurities may be listed.

####  

**9.****                                     ****Waiver****.**  The failure of any party to enforce at anytime any of the provisions of this Agreement will in no way be construed toconstitute a waiver of any such provision nor in any way to affect the validityof this Agreement or any part hereof, including the right of any partythereafter to enforce each and every provision. The waiver by any party of any breach or violation of any provision ofthis Agreement by the other parties will not operate or be construed to be awaiver of any subsequent breach or violation thereof.

 

**10.****                              ****Governing Law; Language****.**  This Agreement and the rights and obligationsof the parties hereunder shall be construed in accordance with and governed bythe laws of the State of New York, including Section 5-1401 of the NewYork General Obligation Law, applicable to agreements made and to be performedentirely within the State of New York, without giving effect to the conflict oflaw principles thereof that would cause the application of the laws of anyjurisdiction other than the State of New York. This Agreement has been negotiated and executed by the parties inEnglish.  In the event any translation ofthis Agreement is prepared for convenience or any other purpose, the provisionsof the English version shall govern.  Forthe avoidance of doubt, to the extent it would otherwise be applicable, theUnited Nations Convention on the International Sales of Goods shall not applyto this Agreement, and all questions of interpretation regarding the sale ofany goods purchased under this Agreement shall be determined in accordance withthe Uniform Commercial Code as adopted and in effect in the State of New York.

 

**11.****                              ****Notices**.  Allnotices, requests, consents and other communications hereunder shall be inwriting, shall be addressed to the receiving party’s address set forth below orto such other address as a party may designate by notice under this Section 11,and shall be either (a) delivered by hand, (b) made by telecopy orfacsimile transmission or (c) sent by Federal Express, DHL, UPS or anotherinternationally recognized delivery service.

 
| If to Buyer     |   |                                       |
|-----------------|--------|--------------------------------------------|
| or Guarantor:   |   | China Han Long Mining  Development Limited |
|            |   | Suite 2903, 9  Castlereagh Street,    |
|            |   | Sydney NSW 2000 Australia                  |
|            |   | Attention:  Steven Xiao               |
|            |   | Facsimile:  +61 29235 2482            |
|            |   |                                       |
| With copies to: |   | McCarthy Tétrault                     |
|            |   | Suite 1300, Pacific  Centre           |
|            |   | 777 Dunsmuir Street                        |
|            |   | Vancouver, British  Columbia               |
|            |   | V7Y 1K2 Canada                             |
|            |   | Attention:  Joyce Lee                 |
|            |   | Facsimile:  +1 (604) 643-7900         |
|            |   |                                       |
|            |   | Parr Brown Gee &  Loveless        |

 

19

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|            |   | 185 South State Street                     |
|-----------------|--------|--------------------------------------------|
|            |   | Suite 800                             |
|            |   | Salt Lake City, Utah 84111                 |
|            |   | U.S.A.                                     |
|            |   | Attention:  Scott W. Loveless         |
|            |   | Facsimile:  +1 (801) 532-7750         |
|            |   |                                       |
| If to Seller:   |   | General Moly, Inc.                    |
|            |   | 1726 Cole Blvd.                            |
|            |   | Suite 115                             |
|            |   | Lakewood, CO 80401                         |
|            |   | U.S.A.                                     |
|            |   | Attention:  Chief Executive Officer   |
|            |   | Facsimile:  +1 (303) 928-8598         |
|            |   |                                       |
| With a copy to: |   | Holme Roberts &  Owen LLP         |
|            |   | 1700 Lincoln Street                        |
|            |   | Suite 4100                            |
|            |   | Denver, CO 80203-4541                      |
|            |   | U.S.A.                                     |
|            |   | Attention:  W. Dean Salter, Esq. |
|            |   | Facsimile:  +1 (303) 866-0200         |

 

Allnotices, requests, consents and other communications hereunder shall be deemedto have been given (i) if by hand, at the time of the delivery thereof tothe receiving party at the address of such party set forth above; (ii) ifby telecopy or facsimile transmission, on the day that receipt thereof has beenacknowledged by electronic confirmation or otherwise; or (iii) if sent byinternationally recognized delivery service, on the day of actual receipt.

 

**12.****                              ****Rules of Construction****.**  The parties hereto agree that they have beenrepresented by counsel during the negotiation, preparation and execution ofthis Agreement and, therefore, waive the application of any law, regulation,holding or rule of construction providing that ambiguities in an agreementor other document will be construed against the party drafting such agreementor document.

 

**13.****                              ****Assignment; No Benefit****.**  This Agreement will be binding upon, inure tothe benefit of and be enforceable by the respective successors and permittedassigns of the parties.  This Agreementmay not be assigned or otherwise transferred by Buyer or Seller without theprior written consent of the other; provided that Buyer may, without theconsent of Seller, assign its rights and obligations under this Agreement to anAffiliate of Buyer.  Buyer herebyacknowledges that any proposed assignment by Buyer to any other party, byoperation of law or otherwise, is subject to Seller’s consent, which will be inSeller’s sole discretion and may be conditioned upon amendment to the paymentterms set forth herein. Except as expressly contemplated by Section 6.4,nothing in this Agreement shall be construed to create any rights or 

 

20

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obligations except between the parties, and no Person shall be regardedas a third-party beneficiary of this Agreement.

 

**14.****                              ****Relationship of the Parties****.**  It is understood that each party isconducting business as a separate and distinct legal entity.  Under no circumstances will any party, itsagents and/or employees be considered agents, partners, representatives oremployees of the other parties.  No partywill have the right to act as the legal representative of the other parties orto bind such other parties in any respect whatsoever or to incur any debts orliability in the name of or on behalf of such other parties.  This Agreement creates no relationships ofjoint venturers, partners, associates or principal and agent between theparties.

 

**15.****                              ****Severability****.**  The provisions of this Agreement will bedeemed severable and the invalidity or unenforceability of any provision willnot affect the validity or enforceability of the other provisions hereof;provided that if any provision of this Agreement, as applied to any party or toany circumstance, is adjusted by a governmental body, arbitrator, or mediatornot to be enforceable in accordance with its terms, the parties agree that thegovernmental body, arbitrator, or mediator making such determination will havethe power to modify the provision in a manner consistent with its objectivessuch that it is enforceable, and/or to delete specific words or phrases, and inits reduced form, such provision will then be enforceable and will be enforced.

 

**16.****                              ****Taxes and Expenses****.**  Except as expressly provided herein, eachparty will be responsible for payment of all taxes, if any, imposed upon it byapplicable Law in connection with this Agreement; provided, that withrespect to any new or increased taxes that come into effect due to changes inLaw after the date of this Agreement, Seller will only be responsible for theportion of such taxes that are commonly borne by suppliers of Products in theindustry.  Each party will pay all of itsown administrative expenses, including the fees and expenses of its counsel andother agents and representatives, incurred in connection with the preparation,execution and performance of this Agreement. Notwithstanding any provision inthis Agreement, Seller will deduct and withhold any and all amounts required tobe withheld and paid to any taxing authority in respect of any payments to bemade to Buyer.  In no event will Sellerpay any “additional amounts” or “gross-up” payments to Buyer in order tocompensate Buyer for any reduction in the net after-tax proceeds it receives asa result of any amounts deducted and withheld by Seller.

 

**17.****                              ****Currency****.**  All references to dollars or amounts of moneyin this Agreement will be in Dollars.

 

**18.****                              ****Counterparts****.**  This Agreement may be executed incounterparts (including by facsimile or similar means of electroniccommunication), each of which shall be deemed an original and all of whichtogether shall constitute one agreement. This Agreement may be executed by facsimile signatures.

 

**19.****                              ****Entire Agreement****.**  This Agreement, including schedules, exhibitsor other documents referred to herein, embodies the entire agreement andunderstanding between the parties hereto with respect to the subject matterhereof and supersedes all prior oral or written agreements and understandingsrelating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of anykind not expressly set forth in this 

 

21

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Agreement shall affect, or be used to interpret, change or restrict,the express terms and provisions of this Agreement.

 

**20.****                              ****Amendment****.**  The terms and provisions of the Agreement maybe modified, amended or waived, or consent for the departure from such termsand provisions may be granted, only by written consent of Seller andBuyer.  Each such waiver or consent shallbe effective only in the specific instance and for the purpose for which it wasgiven, and shall not constitute a continuing waiver or consent.

 

**21.****                              ****Waiver of Jury Trial**.  Each of the parties hereto hereby waives tothe fullest extent permitted by applicable Law any right it may have to a trialby jury with respect to any litigation directly or indirectly arising out of,under or in connection with this Agreement or the transactions contemplatedhereby.

 

**22.****                              ****Dispute Resolution**.  All disputes between the parties arising outof, relating to or in connection with this Agreement (a “Dispute”) andnot otherwise settled by agreement between the parties shall be exclusively andfinally settled in accordance with Schedule 4 of the Securities PurchaseAgreement, which hereby is incorporated, *mutatismutandis*, by reference into this Agreement.

 

**23.****                              ****Limitation of Liability****.**  UNDER NO CIRCUMSTANCES WILL THE COMPANY ORBUYER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OREXEMPLARY DAMAGES HEREUNDER OR IN CONNECTION HEREWITH.

 

**24.****                              ****Remedies Cumulative****.**  All remedies available to the parties forbreach of this Agreement are cumulative and may be exercised concurrently orseparately, and the exercise of any one remedy shall not be deemed an electionof such remedy to the exclusion of other remedies.

 

**25.****                              ****Safety, Health and the Environment**.

 

#### 25.1                           Safety at work,in particular safety of the parties and their personnel and those of theirvisitors, is a priority for the parties. Each party fully endorses these policies and adopts them as its own, inso far as they relate to the performance of its obligations under thisAgreement.

####  

#### 25.2                           Each party’sstaff shall comply with the relevant safety rules of applicable Law,including those related to protective clothing and safety equipment and anylocal rules applicable to the plants.

####  

#### 25.3                           Each partyreserves the right to refuse access to any of its facilities to any of theother party’s staff or those of its sub-contractors and suppliers for failureto comply with safety, health and environmental rules.

####  

#### 25.4                           Seller shallnot bring any radioactive, materials or equipment onto Seller’s premises (butaccepts no liability in relation to risk of such contamination by thirdparties, the transporter, or other causes beyond its reasonable control).

 

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#### 25.5                           Withoutprejudice to the generality of its obligations under this clause, each partyshall use all practicable and reasonable means to:

####  

###### 25.5.1                                          prevent orcounteract the unlawful emission of any hazardous and/or radioactive substancefrom the Products loaded hereunder;

######  

###### 25.5.2                                          avoid theunlawful discharge from the Products as loaded hereunder into any drains orother conducting media of any hazardous and/or radioactive substance;

######  

###### 25.5.3                                          prevent theunlawful generation, accumulation or migration of any hazardous and/orradioactive substance from the Products loaded hereunder; and

######  

###### 25.5.4                                          prevent anyenvironmental claims arising, or any circumstances arising likely to result inany environmental claims, resulting from or caused by the condition of Productsas loaded hereunder,

######  

inso far as such hazardous and/or radioactive substance is, or should be, underthe control of such party pursuant to this Agreement.

 

**26.****                              ****No Fraud; No Corruption****.**  Each party shall take all necessary steps, inaccordance with good industry practice, to prevent any fraudulent activity bysuch party (including its employees) in connection with invoicing or paymentpursuant to this Agreement.  Each partyshall notify the other immediately if it has discovered that any such fraud hasoccurred or is occurring.  No party hasoffered or given, or agreed to give, to any employee, servant or representativeof the other party any personal gift, commission or other consideration of anykind as an inducement or reward for doing, refraining from doing, or for havingdone or refrained from doing, any act in relation to the obtaining or executionor performance of this Agreement.

 

# **27.****                              ****Guaranty****.**

#  

## **27.1****                       **Guarantorhereby guarantees to Seller the performance of all of Buyer’s obligationsarising under this Agreement.  Thisguaranty is an absolute, present and continuing guaranty of payment, and is inno way conditioned or contingent upon any attempt to collect from Buyer or uponany other condition or contingency.  IfBuyer shall fail to make any payment due to Seller pursuant to this Agreement,after the expiration of any applicable cure period set forth herein, Guarantorwill immediately pay the same to Seller, with interest on any overdue amount,if any, and (to the extent permitted under applicable Law) on any overdueinterest, from the date the same became due and payable to the date of paymentat the interest rate set forth in Section 4.2*plus* 4%.

##  

## **27.2****                       **This guarantyshall remain in full force and effect without regard to, and the obligations ofGuarantor hereunder shall not be affected or impaired by: (a) anyamendment or modification of or addition or supplement to this Agreement; (b) anyextension, indulgence or other action or inaction in respect of this Agreement;(c) any default by Buyer under, or any invalidity or unenforceability of,or, any irregularity or other defect in, this Agreement; (d) any exerciseor non-exercise of any right, remedy, power or privilege in respect of thisAgreement; 

 

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## (e) anycessation of Guarantor’s affiliation with Buyer; (f) any bankruptcy,insolvency, reorganization or similar proceeding involving or affecting Buyer;or (g) any other circumstance, whether or not Guarantor shall have hadnotice or knowledge of any of the foregoing.

 

## **27.3****                       **Guarantorunconditionally and irrevocably waives:  (a) noticeof any of the matters referred to in the preceding paragraph hereof; (b) allnotices that may be required by Law or otherwise to preserve any rights ofSeller against Guarantor, including notice to Guarantor of default and demandof payment from Buyer and protest for non-payment; (c) any right to theexercise by Seller of any right, remedy, power or privilege of Seller; and (d) anyrequirement of diligence on the part of Seller.

##  

## **27.4****                       **Guarantor willreimburse Seller for all costs of collection or enforcement (includingattorneys’ fees and expenses) incurred by Seller in enforcing the obligationsof Guarantor under this Section 27.

##  

**[Signature page follows]**

 

24

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Theparties have executed this Agreement as of the date first above written.

 
| **SELLER:** |
|-------------|
| ** **  | ** ** |   |
| ** **  | **GENERAL MOLY, INC.** |
| ** **  | ** ** |
| ** **  | ** ** |
|        | By: | /s/  Bruce D. Hansen |
|        | Name: | Bruce  D. Hansen |
|        | Title: | Chief  Executive Officer |
|        |   |   |
|        |   |   |
| ** **  | **NEVADA MOLY, LLC** |
| ** **  | ** ** |
|        |   |   |
|        | By: | /s/  Bruce D. Hansen |
|        | Name: | Bruce  D. Hansen |
|        | Title: | Chief  Executive Officer |

 

[SIGNATUREPAGE OF MOLYBDENUM SUPPLY AGREEMENT]

 

----

 
|       | **BUYER:**                                    |
|------------|-----------------------------------------------|
| ** ** |
| ** ** | **CHINA HAN LONG MINING DEVELOPMENT LIMITED** |
|       |                                          |   |
|       |                                          |   |
|       | By:                                           | /s/  Lau Hon |
|       | Name:                                         | Lau  Hon |
|       | Title:                                        | Director |
|       |                                          |   |
|       |                                          |   |
|       | By:                                           | /s/  Hui Xiao |
|       | Name:                                         | Hui  Xiao |
|       | Title:                                        | Director |
|       |
| ** ** | **GUARANTOR:**                                |
| ** ** |
| ** ** | **HANLONG (USA) MINING INVESTMENT, INC.**     |
|       |                                          |   |
|       |                                          |   |
|       | By:                                           | /s/  Lau Hon |
|       | Name:                                         | Lau  Hon |
|       | Title:                                        | Chairman |
|       |                                          |   |
|       |                                          |   |
|       | By:                                           | /s/  Hui Xiao |
|       | Name:                                         | Hui  Xiao |
|       | Title:                                        | President |
|            |                                               |  |  |

 

[SIGNATURE PAGE OF MOLYBDENUM SUPPLY AGREEMENT]

 

----

 

 

**SCHEDULE A(to Molybdenum Supply Agreement)**

 

**Technical Molybdic Oxide, Western Grade**

 

**SPECIFICATION MOLYBDENUMOXIDE**

 
| ***Mo*** | ***{****}*** |
|----------|--------------|
|     |         |
| ***Cu*** | ***{****}*** |
|     |         |
| ***S***  | ***{****}*** |
|     |         |
| ***C***  | ***{****}*** |
|     |         |
| ***P***  | ***{****}*** |
|     |         |
| ***Si*** | ***{****}*** |
|     |         |
| ***Pb*** | ***{****}*** |

 

A-1

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**SCHEDULE B(to Molybdenum Supply Agreement)**

 

**Existing Obligations**

 
| 1.     |   | Molybdenum  Supply Agreement, dated December 28, 2007, between the Company and  ArcelorMittal Purchasing SAS. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                               |
| 2.     |   | Molybdenum  Supply Agreement, dated May 14, 2008, between the Company and SeAH  Besteel Corporation.          |
|   |   |                                                                                                               |
| 3.     |   | Molybdenum  Supply Agreement, dated August 8, 2008, between the Company and Sojitz  Corporation.              |

 

B-1

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**SCHEDULE C(to Molybdenum Supply Agreement)**

 

**Exclusive Countries**

 

Canada

UnitedMexican States

UnitedStates of America

 

Antiguaand Barbuda 

Barbados

Belize

Commonwealthof The Bahamas

Commonwealthof Dominica

DominicanRepublic

Federationof Saint Kitts and Nevis

Grenada

Jamaica

Republicof Costa Rica

Republicof Cuba

Republicof El Salvador

Republicof Guatemala

Republicof Haiti

Republicof Honduras

Republicof Nicaragua

Republicof Panama

Republicof Trinidad and Tobago

SaintLucia

SaintVincent and the Grenadines

 

ArgentineRepublic

BolivarianRepublic of Venezuela

CooperativeRepublic of Guyana 

FederativeRepublic of Brazil 

OrientalRepublic of Uruguay

PlurinationalState of Bolivia

Republicof Chile

Republicof Colombia

Republicof Ecuador

Republicof Paraguay

Republicof Peru

Republicof Suriname

 

C-1

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