**Exhibit 10.2**

 

**CONFIDENTIAL TREATMENT 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.**

 

**EXECUTION VERSION**

 

 

 

 

 

 

**EXTENSION MOLYBDENUM SUPPLY AGREEMENT**

 

**AMONG**

 

**GENERAL MOLY, INC.**

 

**AND**

 

**NEVADA MOLY, LLC,**

 

**as SELLERS**

 

**AND**

 

**ARCELORMITTAL PURCHASING SAS,**

 

**as BUYER**

 

 

Dated as of  April 16, 2010

 

 

 

 

----

 

**TABLE OF CONTENTS**

 

 

 
| ** ** | **Page**                                      |
|------------|-----------------------------------------------|
|       |                                          |
| RECITALS   | 1                                             |
|       |                                          |
| AGREEMENT  | 1                                             |
|       |                                          |
| 1.         | Definitions and Interpretation                | 1 |
|       | 1.1                                           | Definitions | 1 |
|       | 1.2                                           | Interpretation | 5 |
|       |                                          |   |
| 2.         | Effectiveness; Supply and Purchase of Product | 5 |
|       | 2.1                                           | Effectiveness | 5 |
|       | 2.2                                           | Supply of Product Prior to Effective Date | 6 |
|       | 2.3                                           | Supply of Products Following Effective Date | 6 |
|       | 2.4                                           | Delivery Schedule; Shortfalls | 6 |
|       | 2.5                                           | Take-or-Pay | 6 |
|       | 2.6                                           | Composition of Products | 7 |
|       | 2.7                                           | Specifications | 7 |
|       | 2.8                                           | Restrictions on Sales | 7 |
|       | 2.9                                           | Buyer’s Failure to Pay | 8 |
|       | 2.10                                          | Use of Liberty Project Resources for Deficiencies | 8 |
|       |                                          |   |
| 3.         | Pricing and Payment Terms                     | 8 |
|       | 3.1                                           | Base Product Price | 8 |
|       | 3.2                                           | Additional Product Price | 9 |
|       | 3.3                                           | Determination of Market Price | 9 |
|       |                                          |   |   |
| 4.         | Deliveries and Invoices                       | 9 |
|       | 4.1                                           | Delivery Point | 9 |
|       | 4.2                                           | Invoices | 9 |
|       | 4.3                                           | Assaying Adjustments | 10 |
|       | 4.4                                           | No Prejudice | 11 |
|       |                                          |   |   |
| 5.         | Term; Termination                             | 11 |
|       | 5.1                                           | Term | 11 |
|       | 5.2                                           | Termination | 11 |
|       | 5.3                                           | Effect of Termination | 12 |
|       |                                          |   |   |
| 6.         | Indemnification                               | 12 |
|       | 6.1                                           | Procedure | 12 |
|       | 6.2                                           | Remedies | 12 |
|       | 6.3                                           | Limitations | 13 |
|       | 6.4                                           | Indemnification by Seller | 13 |
|       |                                          |   |   |
| 7.         | Force Majeure                                 | 13 |

 

i

----

 
| 8.     | Confidentiality                          | 14     |
|--------|------------------------------------------|--------|
|   |                                     |   |
| 9.     | Waiver                                   | 15     |
|   |                                     |   |
| 10.    | Governing Law; Language                  | 15     |
|   |                                     |   |
| 11.    | Notices                                  | 16     |
|   |                                     |   |
| 12.    | Rules of Construction               | 16     |
|   |                                     |   |
| 13.    | Assignment; No Benefit                   | 17     |
|   |                                     |   |
| 14.    | Relationship of the Parties              | 17     |
|   |                                     |   |
| 15.    | Severability                             | 17     |
|   |                                     |   |
| 16.    | Taxes and Expenses                       | 17     |
|   |                                     |   |
| 17.    | Currency                                 | 18     |
|   |                                     |   |
| 18.    | Counterparts                             | 18     |
|   |                                     |   |
| 19.    | Entire Agreement                         | 18     |
|   |                                     |   |
| 20.    | Amendment                                | 18     |
|   |                                     |   |
| 21.    | Waiver of Jury Trial                     | 18     |
|   |                                     |   |
| 22.    | Dispute Resolution                       | 18     |
|   |                                     |   |
| 23.    | Limitation of Liability                  | 18     |
|   |                                     |   |
| 24.    | Remedies Cumulative                      | 18     |
|   |                                     |   |
| 25.    | Safety, Health and the Environment       | 18     |
|   |                                     |   |
| 26.    | No Fraud; No Corruption                  | 19     |
|   |                                     |   |
| 27.    | Relationship to Hanlong Supply Agreement | 19     |
|   |                                     |   |
| 28.    | Joint and Several Liability              | 19     |
|   |                                     |   |
| 29.    | Entry into Other Supply Agreements       | 20     |

 

ii

----

 

**EXTENSION MOLYBDENUM SUPPLY AGREEMENT**

 

THISEXTENSION MOLYBDENUM SUPPLY AGREEMENT (this “Agreement”), dated April 16,2010, and effective as of the Effective Date (defined below), is among GeneralMoly, Inc., a Delaware corporation (the “Company”), Nevada Moly,LLC, a Delaware limited liability company (“Nevada Moly” and togetherwith the Company, “Seller”), and ArcelorMittal Purchasing SAS, a Frenchjoint stock company (“Buyer”), acting as an agent in the name and onbehalf of its Affiliates (as defined below) for which it has a mandate topurchase the Products (as defined below) from time to time.

 

**RECITALS**

 

A.            Eureka Moly,LLC, a Delaware limited liability company (“Eureka Moly”), leases and intendsto operate a mine located in Eureka County, Nevada (the “Mount Hope Mine”)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.            As of the datehereof ArcelorMittal S.A., a company incorporated under the laws of Luxembourg(“AM SA”) owns approximately 8,256,699 shares of the Common Stock (asdefined below).

 

D.            The Company andBuyer have on 20 December 2007 entered into the Existing ArcelorMittalSupply Agreement (as defined below).

 

E.             Seller wants tosell to Buyer, and Buyer wants to purchase from Seller, Products available fromSeller’s share of production at the Mount Hope Mine (as defined below), and, tothe extent of a shortfall of production, from the Seller’s share of productionfrom the Liberty Project (as defined below), upon the terms and subject to theconditions set forth herein, which are intended to come into existence afterthe expiry of the Existing ArcelorMittal Supply Agreement.

 

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:

 

“Adjusted MarketPrice”:  (a) Market Pricetimes (b) {****}.

 

1

----

 

“Affiliate”:  Means any Person means any other Persondirectly or indirectly, through one or more intermediaries, controlling,controlled by or under common control with such Person.  A Person will be deemed to control anotherPerson if the controlling Person is the beneficial owner of greater than 50% ofany class of voting securities (or other voting or equity interests) of thecontrolled person or possesses, directly or indirectly, the power to direct orcause the direction of the management or policies of the controlled Person,whether through ownership of capital stock, by contract or credit arrangement,as trustee or executor, or otherwise; provided none of the Company andits subsidiaries shall be deemed an affiliate of Buyer and neither Buyer,POS-Minerals Corporation, China Han Long Mining Development Limited, a HongKong corporation, nor any of their respective Affiliates shall be deemed to bean affiliate of the Company or Nevada Moly.

 

“beneficialownership” and correlative terms:  Asdetermined pursuant to Rule 13d 3 and Rule 13d-5 under the SecuritiesExchange Act of 1934, as amended, and any successor regulation.

 

“BusinessDay”:  A day other than a Saturday,Sunday or other day on which commercial banks in New York City are authorizedor required by Law to close.

 

“CommonStock”: The Company’s common stock, par value $0.001 per share.

 

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

 

“DeliveryPoint”: Means {****}.

 

“Dollars”The lawful currency of the United States.

 

“EffectiveDate”: Means the date on which (i) the Existing ArcelorMittal SupplyAgreement expires or earlier terminates, and (ii) all of the conditionsset forth in Section 2.1 have been satisfied; provided thatthis Agreement shall not become effective (a) if the ExistingArcelorMittal Supply Agreement is terminated by the Company pursuant to Section 8.2of the Existing ArcelorMittal Supply Agreement, or (b) unless and untilthe Hanlong Supply Agreement has become effective.

 

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

 

“ExistingArcelorMittal Supply Agreement”: The Molybdenum Supply Agreement, dated December 28,2007, between the Company and Buyer.

 

“ExistingObligations”:  Seller’sobligations relating to the supply of Products from Seller’s share ofproduction at the Mount Hope Mine that are in existence as of the date of thisAgreement (other than the Existing ArcelorMittal Supply Agreement), and are setforth in Schedule B.

 

“FCA”:** **Means the deliveryof goods on truck, rail car or container at the specified point (depot) ofdeparture, which is usually the seller’s premises, or a named railroad stationor a 

 

2

----

 

namedcargo terminal or into the custody of the carrier, at seller’s expense. Thepoint (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 at the beginning of the applicable year, theadjustment will be calculated when such information becomes available andapplied retroactively to the beginning of such year.

 

“FloorPrice”:  An amount per poundcalculated as follows:

 

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

 

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

 

Forclarification, (a) the Floor Price will only be adjusted {****}, whichwill occur within {****} of the information necessary to calculate theapplicable {****} Percentage increase becoming publicly available {****},(b) to the extent the information necessary to calculate such adjustmentis not available {****}, the adjustment will be calculated when suchinformation becomes available and applied retroactively {****}, and(c) the Floor Price will be calculated as set forth above regardless ofthe Market Price or any other adjustments to the Product Price.

 

“Hanlong Supply Agreement”means that certain Molybdenum Supply Agreement, dated March 4, 2010, amongthe Company, Nevada Moly, China Han Long Mining Development Limited, a HongKong corporation and Hanlong (USA) Mining Investment, Inc., a Delawarecorporation.

 

“Law”:  Any applicable U.S. federal, state or localor any foreign statute, code, ordinance, decree, rule, regulation or generalprinciple of common or civil law or equity.

 

“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).

 

“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 3.3.  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.

 

3

----

 

“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.

 

“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) to the extent the information necessary to calculate such adjustmentis not available at the beginning of the applicable year, the adjustment willbe calculated when such information becomes available and applied retroactivelyto the beginning of such year, and (c) in no event shall Second Thresholdbe less than the Floor Price.

 

“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 to whichNevada Moly has distribution or sale rights.

 

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

 

“SojitzAgreement”: The Molybdenum Supply Agreement, dated August 8, 2008,between the Company and Sojitz Corporation

 

“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)

 

“TriggerDate” has the meaning ascribed to it under the Existing ArcelorMittalSupply Agreement.

 

4

----

 

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

 

“US$”:  Dollars.

 

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

 

1.2.1                Unless the context of this Agreement otherwise clearly requires,(i) references to the plural include the singular, and references to thesingular include the plural, (ii) references to one gender include theother gender, (iii) the words “include,” “includes” and “including” do notlimit the preceding terms or words and shall be deemed to be followed by thewords “without limitation,” (iv) the terms “hereof,” “herein,” “hereunder,”“hereto” and similar terms in this Agreement refer to this Agreement as a wholeand not to any particular provision of this Agreement, (v) reference today, without the explicit qualification of “business” refers to a calendar day,(vi) references to a month, quarter, year or such other subdivision,without the explicit qualification of “fiscal”, refers to a calendar month,quarter, year or other such subdivision, respectively (vii) all referencesto “the date hereof,” “the date of this Agreement” or similar terms (butexcluding references to the date of execution hereof) refer to the date firstabove written, notwithstanding that the parties may have executed thisAgreement on a later date, (viii) any reference to “pounds” in thisAgreement refers to pounds of molybdenum contained in the Products, and (ix) referencesto any Person include such Person’s respective successors, assigns, transferees,lessees, heirs, executors and administrators, whether by merger, consolidation,amalgamation, reorganization, sale of assets or otherwise.

 

1.2.2                Unless otherwise set forth herein, references in this Agreement to(i) any document, instrument or agreement (including this Agreement)(A) include and incorporate all exhibits, schedules and other attachmentsthereto, (B) include all documents, instruments or agreements issued orexecuted in replacement thereof and (C) mean such document, instrument oragreement, or replacement or predecessor thereto, as amended, modified orsupplemented from time to time in accordance with its terms and in effect atany given time, and (ii) a particular Law referenced herein means such Lawas amended, modified, supplemented or succeeded, from time to time and ineffect at any given time.  When areference is made in this Agreement to Articles, Sections or any othersubdivision, such reference is to an Article, a Section or othersubdivision of this Agreement, unless otherwise indicated.  When a reference is made in this Agreement toa party or parties, such reference is to parties to this Agreement, unlessotherwise indicated.

 

1.2.3                The headings and captions of the various subdivisions of this Agreementare for convenience of reference only and shall in no way modify or affect themeaning or constructions of any of the terms or provisions hereof.

 

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

 

**2.1****         ****Effectiveness**.** **This Agreement shall have no force and effect unless thefollowing conditions have been met:

 

2.1.1                AM SA, together with its Affiliates, shall have beneficial ownership ofmore than 11,100,000 shares of Common Stock, provided, that suchrequired number of shares of Common Stock shall be adjusted, as appropriate, ifthe Company shall, at 

 

5

----

 

any time after the date ofthis Agreement, declare or pay any dividend on the Common Stock payable inshares of Common Stock, or effect a subdivision or combination or consolidationof the outstanding shares of Common Stock (by reclassification or otherwisethan by payment of a dividend in shares of Common Stock) into a greater orlesser number of shares of Common Stock; and

 

2.1.2                On or prior to April 15, 2015, Buyer shall have sent written noticeto Seller indicating that (i) Buyer elects to make this Agreementeffective, and (ii) the condition set forth in Section 2.1.1has been satisfied.

 

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

 

**2.3****         ****Supply of Products Following Effective Date**.  After the Effective Date, upon the terms andsubject to the conditions set forth in this Agreement, each year, Seller agreesto supply and sell to Buyer, and Buyer agrees to purchase from Seller, thelesser of (a) 3,000,000 pounds or (b) 100% of Seller’s Share ofProduct (less the Existing Obligations) for such year *plus*any TMO supplied pursuant to Section 2.10.

 

**2.4****         ****Delivery Schedule; Shortfalls**.  Deliveries of the Products under thisAgreement will be made by Seller to Buyer in approximately equal monthlyinstallments.  Buyer and Seller willreasonably cooperate with each other in connection with forecasting, orderingand delivery schedules and procedures. Without limiting the foregoing, prior to the first day of each month,Seller shall provide Buyer with the schedule for shipment of Product in thefollowing month that commences at least 30 days after the date the schedule isprovided to the Buyer.  In the event thatSeller does not deliver the full installment amount of Products in any givenyear, or shorter period for the first and last year of the Term, if thisAgreement begins or ends on a date other than January 1, Buyer is entitledto demand that any available portion of the shortfall (the “Shortfall Amount”)be delivered in the three month(s) following the end of such year  provided**that(a) Seller’s Share of Product, less any amount required to be deliveredpursuant to Section 2.3 or committed pursuant to the ExistingObligations, is sufficient to meet the Shortfall Amount, and (b) anyProducts that any third party owns or controls will not be considered availableto fulfill 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.

 

**2.5****         ****Take-or-Pay**. Except as set forth in this Section 2.5, 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 theProducts 30 days after the initial delivery date for any reason, Seller agreesto continue to store the Products without cost to Buyer if Seller reasonablyhas space 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 

 

6

----

 

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 2.5.

 

**2.6****         ****Composition of Products**.  Product shall be TMO powder in bulk supersacks or other such form of TMO product manufactured by Seller that isreasonably acceptable to Buyer.  No laterthan 30 days prior to the first day of each quarter during the Term of thisAgreement, Buyer shall notify Seller of the form of Product it wishes topurchase in the following quarter. Seller shall produce the requested form of Product unless it iscommercially unreasonable to produce such form of Product.  If Seller determines that a requested form ofProduct is commercially unreasonable to produce, it will deliver TMO powder inbulk super sacks, or such other form of Product that Buyer requests that iscommercially reasonable to produce. Notwithstanding the foregoing, if Buyer requests any change in theagreed form of Product supplied during any quarter, Seller shall, subject tothe terms of Section 3.2, and receipt of reasonable advance noticefrom Buyer, use commercially reasonable efforts to provide the new form ofProduct requested.

 

**2.7****         ****Specifications**.  The specifications and technical requirementsof the Products to be delivered hereunder are set forth in Schedule A(the “Specifications”). Notwithstanding anything to the contrary, Buyer will not be requiredhereunder to purchase any Products which do not comply with theSpecifications.  Seller will, at itsexpense, supply a certificate confirming that each shipment of Productscomplies with the Specifications.

 

**2.8****         ****Restrictions on Sales**.

 

2.8.1                Without the prior written consent of Seller (which shall be at the solediscretion of Seller), until the expiration or earlier termination of theSojitz Agreement, Buyer will not (a) sell, transfer or otherwisedistribute any Products within Japan, or enter into an agreement or arrangementwith another party for its sale, transfer or distribution of Products withinJapan, or (b) take any other action to intentionally circumvent therestriction set forth in clause (a) above.

 

2.8.2                Without the prior written consent of Seller (which shall be at the solediscretion of Seller), Buyer will not (a) sell, transfer or otherwisedistribute any Products within the People’s Republic of China, or enter into anagreement or arrangement with another party for its sale, transfer ordistribution of Products within the People’s Republic of China, or(b) take any other action to intentionally circumvent the restriction setforth in clause (a) above. Notwithstanding the foregoing, Buyer may sell,transfer or otherwise distribute Products to any of its Affiliates locatedwithin the People’s Republic of China, provided, that such Affiliates 

 

7

----

 

shall not further sell,transfer or otherwise distribute any Products within the People’s Republic ofChina.

 

2.8.3                Other than stated in Sections 2.8.1 and 2.8.2, Buyer shallbe free to sell the Products delivered by the Seller to any of its Affiliate orany third party.

 

2.8.4                For the sake of clarity, Buyer shall be free to sell the Products throughpublic trading platforms (such as London Metal Exchange) at any timenotwithstanding limitations contained in Sections 2.8.1 and 2.8.2.

 

**2.9****         ****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 (60) days after the due date for such invoice, unless suchinvoice is being contested in good faith. In the case of a dispute, the undisputed portion of the invoice shall bepaid in accordance with the terms of this Agreement and the contested portionof the invoice shall be resolved in accordance with Section 22.

 

**2.10****       ****Use of Liberty Project Resources for Deficiencies**.  If atany time after the Effective Date, production at the Mount Hope Mine is notsufficient for Seller to deliver 3,000,000 pounds per year to Buyer, Sellerwill, to the extent commercially reasonable, supply any such deficiency from availableTMO complying with the Specifications produced from its Liberty Project in NyeCounty, Nevada (the “Liberty Project”) that Seller does not otherwisesell to a third party.  Notwithstandingthe foregoing, nothing in this Agreement will prohibit Seller or any of itsAffiliates from entering into any supply agreement with respect to Productsproduced at the Liberty Project.

 

**3.****            ****Pricing and Payment Terms****. **The price payable by Buyer to Seller for Products supplied by Seller toBuyer pursuant to this Agreement (the “Product Price”) shall be(a) for 50% of Products delivered, equal to the Adjusted Market Price plusthe Additional Product Price, if applicable; and (b) for 50% of Productsdelivered, equal to the Base Product Price plus the Additional Product Price,if applicable, subject to adjustment as 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 Price is less than or equal to the Floor Price, the BaseProduct Price will be equal to the Floor Price; and

 

3.1.2                If the Market Price exceeds the Floor Price, the Base Product Price willbe determined as follows:

 

(a)           If the Market Price is less than or equal to theFirst Threshold, the Base Product Price will be calculated as follows:

 

8

----

 

FloorPrice

+   [(Market Price – FloorPrice)  x {****}]

 

(b)                                 If the Market Price is morethan the First Threshold but less than the Second Threshold, the Base ProductPrice will be calculated as follows:

 

FloorPrice

+   [(First Threshold – FloorPrice)  x  {****}]

+   [(Market Price – FirstThreshold)  x  {****}]

 

(c)                                  If the Market Price exceedsthe Second Threshold, the Product Price will be calculated as follows:

 

FloorPrice

+   [(First Threshold – FloorPrice)   x  {****}]

+   [(Second Threshold – FirstThreshold)  x  {****}]

+   [(Market Price – SecondThreshold)  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* {****} of such additional cost.

 

**3.3****         ****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 tobe delivered during the following year to which the pricing basis described inclause (b) of the definition of “Market Price” in Section 1.1will apply, which will aggregate 100%.

 

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

 

**4.1****         ****Delivery Point**.  Except as otherwise set forth herein, allProducts will be delivered to the Delivery Point.  The Product Price calculations provided inthis Agreement are on an FCA Delivery Point basis for delivery by Seller to theDelivery Point.  Title and risk in eachshipment of Products will pass from Seller to Buyer upon delivery  FCA Delivery Point.

 

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

 

4.2.1                On or after the earlier of Seller’s receipt of a bill of ladingevidencing Buyer’s receipt of Product at the Delivery Point, and the end ofeach month, Seller will invoice Buyer by sending an invoice to the CompetentAuthority for the Product delivered 

 

9

----

 

(or for which Buyer isobligated to pay pursuant to Section 2.5 during that month), andthe corresponding Product Price.

 

4.2.2                If at the time of Seller’s receipt of a bill of lading or the end of amonth, the price for the Product sold has not been determined, Seller willissue a provisional invoice based on the average Product Price of Productsdelivered in the prior month in which the Product Price was known (a “ProvisionalInvoice”).  If a Provisional Invoiceis issued, Buyer shall pay 90% of the amount of such Provisional Invoicepursuant to the terms of Section 4.2.  Seller shall issue a final invoice as soon asthe correct Product Price is known, which shall set forth the difference, ifany, between the amount paid pursuant to the Provisional Invoice and thecorrect Product Price.  To the extentthat the actual Product Price exceeds the amount paid pursuant to theProvisional Invoice, Buyer shall promptly pay such difference to Seller.  To the extent that the actual Product Priceis less than the amount paid pursuant to the Provisional Invoice, such amountshall be credited against the amount owed by Buyer on the next invoice issuedby Seller to Buyer.

 

4.2.3                The amount shown on such invoice (or 90% of the amount in the case of aProvisional Invoice) will be due and payable by wire transfer to an accountidentified by Seller within {****} 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 the right to appoint a neutral sampler (the “Sampler”),approved by Seller (which approval will not be unreasonably withheld or delayed),to take samples of the Products at the Delivery Point.  In the event that Buyer determines thatSeller has delivered non-conforming Product which should result in anadjustment to the Product Price (an “Assay Adjustment”), Buyer willnotify Seller in writing of such determination (along with its results ofanalysis of such Product) within 60 days of delivery of such Product.  Buyer and Seller will appoint a mutuallyagreeable third party to assist in the resolution of such matter (the “Referee”)within 30 days of delivery of such notice. If Buyer and Seller fail to appoint the Referee within such 30-dayperiod, SGS Group (or such other mutually agreeable third party, in the eventthat SGS Group or its successor ceases to exist) will appoint the Referee ateither Buyer’s or Seller’s request.  TheReferee will analyze the sample of such Product taken by the Sampler and theclosest to the Referee’s results of either the assay set forth in the noticedelivered by Buyer pursuant to this Section 4.3.1, or the assay setforth in the relevant certificate supplied by Seller pursuant to Section 2.7will be final and binding upon Buyer and Seller, in the event of a tie theReferee results will govern.

 

4.3.2                The costs and expenses 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 such

 

10

----

 

costs and expenses.  For the purpose of the foregoing, the “results”of Seller will refer to the assay results set forth on the related invoice.

 

4.3.3                In the event that the final determination results in an obligation on aparty to pay additional amounts or to reimburse any sum, such payment orreimbursement will be settled promptly by credit or debit notes and the invoicefollowing the final 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 term ofthis Agreement will commence on the Effective Date and expire ten (10) yearsafter the Effective Date, unless earlier terminated in accordance with theterms of this Agreement, or extended in writing by the parties.

 

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

 

5.2.1                either Buyer or Seller at any time in the event of a material breach ofthis Agreement by the other, provided a written termination noticeidentifying the material breach has been given to the breaching party and thebreach has not been cured within 60 days from the date of said notice; providedfurther**that for clarification purposesany breach of Section 2.8 will be considered to be a “materialbreach” of this Agreement; or

 

5.2.2                either Buyer or Seller at any time, by written notice, in the event:

 

(a)           of insolvency of the other;

 

(b)           of the filing of a voluntary petition inbankruptcy of the other;

 

(c)           of the making of an assignment for the benefitof creditors by the other, excluding assignments of accounts receivable;

 

(d)           of the inability of the other to pay its debtsas they come due;

 

(e)           the other has a receiver or other custodian ofany kind appointed to administer any substantial amount of the other’sproperty;

 

11

----

 

(f)            of the filing of an involuntary petition inbankruptcy with respect to the other;

 

(g)           any proceedings for the reorganization of theother, or for the readjustment of any of the other’s debts, under any laws, nowor hereafter existing, for the relief of insolvent debtors, will be commencedby or against the other; or

 

(h)           of the discontinuation of the other of itsbusiness;

 

5.2.3                by Buyer, in the event that after the Effective Date, Seller fails tomeet the delivery requirements of Products set forth in Section 2for a period of ninety (90) days, provided a written termination noticeidentifying the failure to delivery Product has been given to Seller and thefailure has not been corrected within 30 days from the date such notice wasgiven; or

 

5.2.4                by Seller, in the event that Buyer fails to pay any amount required to bepaid by Buyer pursuant to this Agreement on or before the due date thereforunder this Agreement, provided a written termination notice identifyingthe unpaid amount has been given to Buyer and the invoice has not been paidwithin 60 days 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.

 

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

 

**6.1****         ****Procedure**.  IfBuyer claims that any of the Products fail to conform with the Specificationsor fail to be in compliance with all applicable laws (excluding claims relatingto Assay 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 to Buyer conforming Products to replace the nonconformingProducts;

 

12

----

 

6.2.2                refunding to Buyer the purchase price paid by Buyer with respect to thenonconforming Products in return provided that Seller will have the option totake possession of the nonconforming Products; or

 

6.2.3                applying a credit 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 thereplacement of nonconforming 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/or negligentperformance of any obligations of Seller under this Agreement; provided,**however, that Seller will not be required toindemnify any indemnified Person for any Losses to the extent resulting fromthe misconduct or negligence of such indemnified Person.

 

**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 its option, terminatethis Agreement if an Event of Force Majeure prevents, or 

 

13

----

 

Buyer reasonably anticipates that it will prevent,Seller from meeting its obligations in whole or in substantial part under thisAgreement for more than ninety consecutive days during the Term.  Both Seller and Buyer will use theircommercially reasonable best efforts to avoid the occurrence and remove thecauses of an Event of Force Majeure and to continue performance of theirrespective obligations hereunder promptly following the removal of suchcauses.  If an Event of Force Majeureprevents a party from meeting its obligations hereunder in part, but not inwhole, the parties will use their commercially reasonable best efforts toequitably adjust the parties’ respective obligations hereunder consistent withand in furtherance of the purposes hereof. Should Seller invoke force majeure conditions, the Buyer will beentitled to obtain from alternative sources such Products as it reasonablyrequires during the period that Events of Force Majeure subsist, and the quantitiesProducts obtained under such conditions will be deducted from the amount ofProducts Buyer is required to purchase hereunder.

 

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

 

8.1           During the Term, each of Buyer and Seller will be in a position toreceive certain of each other’s confidential, privileged and proprietaryinformation (“Confidential Information”); provided thatConfidential Information excludes any information:

 

8.1.1                which is or becomes available to the public through no act, omission orfault of, and absent any breach of a covenant or obligation hereunder by, theparty whose obligation it is to keep such information confidential;

 

8.1.2                which the party whose obligation it is to keep such informationconfidential may have received lawfully from any third party withoutrestrictions as to disclosure thereof and without breach of this Agreement; or

 

8.1.3                which was developed by the party whose obligation it is to keep suchinformation confidential without (as established by documentation or by otherappropriate evidence) the use of the other party’s Confidential Information orany breach of this Agreement 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 entity and that the unauthorized use or disclosure of theother party’s Confidential Information would seriously damage the owner thereofin its business.  As a consequence of theabove, Seller and Buyer hereby agree that, during the Term and thereafter:

 

8.2           During the term of this Agreement and until the fifth anniversary of theexpiration or earlier termination of this Agreement, neither of Seller andBuyer will, directly or indirectly:

 

8.2.1                use any of the other party’s Confidential Information, except as may benecessary to perform its obligations hereunder; or

 

8.2.2                disclose, furnish or make accessible, or cause any person to disclose,furnish or make accessible, any aspect of the other party’s ConfidentialInformation to any Person (other than the other party),

 

14

----

 

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 tokeep such information confidential will have given the other party notice ofthe circumstances relating to such compelled disclosure and an opportunity to seekan appropriate protective order with respect thereto.

 

8.3           Except as required by Law or pursuant to a court order, each of Sellerand Buyer will:

 

8.3.1                use no less than the care a reasonably prudent Person would use insafeguarding his, her or its Confidential Information;

 

8.3.2                limit access to the other party’s Confidential Information to itsemployees and representatives who require access to such ConfidentialInformation for the purposes of performing its obligations hereunder and whohave agreed to be bound by the terms of this Section 8; and

 

8.3.3                refrain from any action or conduct which might reasonably or foreseeablybe expected to compromise the confidential, privileged or proprietary nature ofthe other party’s Confidential Information.

 

8.4           Each of Seller and Buyer will comply with reasonable requests made by theother from time to time regarding the protection of the confidential,privileged and proprietary nature of the other party’s ConfidentialInformation.  Upon the written request ofeither party, the other party will promptly return to the requesting party allof the requesting party’s Confidential Information, including any and allcopies and summaries thereof, in each case in any format (whether written,electronic or otherwise).

 

8.5           For purposes of this Section 8, the term the “Seller” willinclude all Affiliates of Seller, and the term “Buyer” will include allAffiliates of Buyer.  Nothing in this Section 8will operate to prevent a party from disclosing such information as is requiredby applicable Law or the rules or policies of any securities exchange onwhich a party’s securities 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.****         ****GoverningLaw; 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 

 

15

----

 

by the parties in English.  In the event any translation of thisAgreement is prepared for convenience or any other purpose, the provisions ofthe 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**.  All notices, requests, consents and othercommunications hereunder shall be in writing, shall be addressed to thereceiving party’s address set forth below or to such other address as a partymay designate by notice under this Section 11, and shall be either(a) delivered by hand, (b) made by telecopy or facsimile transmissionor (c) sent by Federal Express, DHL, UPS or another internationallyrecognized delivery service.

 
| If  to Buyer:    | ArcelorMittal  Purchasing SAS                             |
|------------------|-----------------------------------------------------------|
|             | 5 rue Luigi Cherubini                                     |
|             | La Plaine Saint-Denis                                     |
|             | 93212  France                                             |
|             | Attention:  General Manager Stainless Steel Raw Materials |
|             | Facsimile:  33 1 7192 0996                                |
|             |                                                      |
| 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 ofConstruction****.**  The parties hereto agree that they have beenrepresented by counsel during the negotiation, preparation and execution ofthis Agreement and, therefore, 

 

16

----

 

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 orobligations except between the parties, and no Person shall be regarded as athird-party beneficiary of this Agreement.

 

**14.****         ****Relationshipof 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 andExpenses****.**  Except as expressly provided herein, each partywill 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 byapplicable Law to be withheld and paid to any taxing authority in respect ofany payments to be made to Buyer.  In noevent will Seller pay any “additional amounts” or “gross-up” payments to Buyerin order to compensate Buyer for any reduction in the net after-tax proceeds itreceives as a result of any amounts required by applicable Law to have beendeducted and withheld by Seller.

 

17

----

 

**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.****         ****EntireAgreement****.**  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 Agreement shall affect, or be used tointerpret, change or restrict, the express terms and provisions of thisAgreement.

 

**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 ofJury Trial**.  Each of theparties hereto hereby waives to the fullest extent permitted by applicable Lawany right it may have to a trial by jury with respect to any litigationdirectly or indirectly arising out of, under or in connection with thisAgreement or the transactions contemplated hereby.

 

**22.****         ****DisputeResolution**.  Alldisputes between the parties arising out of, relating to or in connection withthis Agreement (a “Dispute”) and not otherwise settled by agreementbetween the parties shall be exclusively and finally settled in accordance withSchedule C.

 

**23.****         ****Limitationof Liability****.**  UNDER NO CIRCUMSTANCES WILL SELLER OR BUYERBE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVEOR EXEMPLARY DAMAGES HEREUNDER OR IN CONNECTION HEREWITH.

 

**24.****         ****RemediesCumulative****.**  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         Safetyat work, in particular safety of the parties and their personnel and those oftheir visitors, 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.

 

18

----

 

25.2         Eachparty’s staff shall comply with the relevant safety rules of applicableLaw, including those related to protective clothing and safety equipment andany local rules applicable to the plants.

 

25.3         Eachparty reserves the right to refuse access to any of its facilities to any ofthe other party’s staff or those of its sub-contractors and suppliers forfailure to comply with safety, health and environmental rules.

 

25.4         Sellershall not bring any radioactive, materials or equipment onto Seller’s premises(but accepts no liability in relation to risk of such contamination by thirdparties, the transporter, or other causes beyond its reasonable control).

 

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 or counteract the unlawful emission of any hazardous and/orradioactive substance from the Products loaded hereunder;

 

25.5.2              avoid the unlawful discharge from the Products as loaded hereunder intoany drains or other conducting media of any hazardous and/or radioactivesubstance;

 

25.5.3              prevent the unlawful generation, accumulation or migration of anyhazardous and/or radioactive substance from the Products loaded hereunder; and

 

25.5.4              prevent any environmental claims arising, or any circumstances arisinglikely to result in any environmental claims, resulting from or caused by thecondition of Products as 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.****         ****Relationshipto Hanlong Supply Agreement****. **Theparties agree and acknowledge that this Agreement is not, and shall notconstitute, an “Existing Obligation” as such term is defined in the HanlongSupply Agreement.

 

**28.****         ****Joint and Several Liability**. The Company and Nevada Moly shall be jointly and severally liable forSeller’s obligations under this Agreement.

 

19

----

 

**29.****         ****Entry into Other Supply Agreements**.  If, (i) during the Term, Seller entersinto any other agreement or series of related agreements (a) pursuant towhich Seller agrees to supply molybdenum products from the Mount Hope Mine to athird party prior to the Trigger Date or (b) having a term of one year ormore pursuant to which Seller agrees to supply molybdenum products from theMount Hope Mine after the Trigger Date, and in either case such agreementcontemplates a floor price that is more than US$0.50 per pound lower than theFloor Price in effect in any month during the Term, or (ii) during theTerm, Seller enters into a new agreement with China Han Long Mining DevelopmentLimited, or its Affiliates, or amends the Hanlong Supply Agreement, in eithercase to provide more favorable financial terms than this Agreement, then Sellerwill promptly provide Buyer notice thereof together with a copy of suchagreement(s).  Within 30 days ofdelivery of such notice, Buyer may, at its option, deliver written notice toSeller of its desire to amend this Agreement to provide for the same monthlyfloor price and all other financial terms and conditions as such newagreement(s), and the parties agree to cooperate promptly and in good faith toprepare and execute such amendment.  Ifthe parties are unable to do so within 60 days after delivery of Buyer’snotice of its desire to amend this Agreement, such matter will be resolvedpursuant to the procedures set forth in Section 22.

 

**[Signature page follows]**

 

20

----

 

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 |

 

[SIGNATURE PAGE OF EXTENSIONMOLYBDENUM SUPPLY AGREEMENT]

 

----

 

**BUYER:**

** **
|   | **ARCELORMITTAL  PURCHASING SAS** |
|--------|-----------------------------------|
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/  Davinder Chugh |
|   | Name:                             | Davinder  Chugh |
|   | Title:                            | Member  Group Mgt Board |

** **

[SIGNATURE PAGE OF EXTENSIONMOLYBDENUM SUPPLY AGREEMENT]

 

----

 

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

 

**Technical Molybdic Oxide, Western Grade**

 

**SPECIFICATION MOLYBDENUM OXIDE**

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

 

A-1

----

 

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

 

**Existing Obligations**

 
| 1.     |   | Molybdenum  Supply Agreement, dated March 4, 2010, among the Company, Nevada Moly,  China Han Long Mining Development Limited, a Hong Kong corporation and  Hanlong (USA) Mining Investment, Inc., a Delaware corporation. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                 |
| 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

----

 

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

 

**Dispute Resolution**

 

**1.****    **AllDisputes not otherwise settled by agreement between the parties shall befinally settled by binding arbitration under the Rules of Arbitration (the“Rules”) of the International Chamber of Commerce (the “ICC”) byarbitrators appointed in accordance with the Rules then in effect, exceptto the extent the Rules conflict with the provisions of this Schedule C,in which event the provisions of this Schedule C shall control.  The parties specifically agree that any timebefore the Tribunal has been appointed, a party may seek a preliminaryinjunction or other interim relief before a court of competent jurisdiction tothe extent necessary to preserve the status quo or to preserve a party’sability to obtain meaningful relief pending the outcome of the arbitrationunder this Schedule C.

 

**2.****    **Inthe event of any Dispute and before arbitration may be commenced, upon noticeby any party to the other party to such Dispute (the “Dispute NegotiationNotice”), such Dispute must immediately be referred to one representativeof the executive management of Seller designated by Seller and onerepresentative of the executive management of Buyer designated by Buyer, whomust be authorized to settle the Dispute. Such representatives must promptly meet in a good faith effort toresolve the Dispute.  If therepresentatives so designated do not resolve the Dispute within ten (10) BusinessDays after the delivery of the Dispute Negotiation Notice, the Dispute will beexclusively and finally resolved by binding arbitration as described in this ScheduleC.

 

**3.****    **Thearbitration shall be conducted before a panel of three arbitrators, each ofwhom must be fluent in English, have experience in the mining industry in theUnited States, and be neutral and independent of the parties to the Dispute(the “Tribunal”).  The claimantshall appoint one arbitrator and the respondent must appoint one arbitrator, asprovided in the Rules.  The thirdarbitrator shall be selected by the two arbitrators so appointed; providedthat if the two arbitrators so appointed fail to select the third arbitratorwithin thirty (30) days after the date on which the second of such twoarbitrators is appointed, then the third arbitrator shall be appointed by theICC Court.  The third arbitrator,regardless of how selected, shall chair the Tribunal.

 

**4.****    **Theplace of arbitration shall be New York, New York.  The arbitration shall be conducted inEnglish; provided that (i) any party thereto, at its cost, mayprovide for the translation of the proceedings into a language other thanEnglish, and (ii) any party thereto may elect to submit documents or otherinformation to the Tribunal in English, (iii) any witness whose nativelanguage is not English may elect to give testimony in English or in suchwitness’s native language, with simultaneous interpretation into English ifsuch testimony is given in such native language.  If simultaneous interpretation is so made,the interpreter will be appointed by the Tribunal.  Each party to any arbitration or its legalcounsel may also hire an interpreter at such party’s own expense, and mayparticipate in the examination and cross-examination of witnesses at anyhearing.

 

**5.****    **Unlessthe Tribunal orders an earlier date or the parties to the arbitration otherwiseagree, not less than thirty (30) days before the beginning of the evidentiaryhearing, each party to the arbitration shall submit to the other parties to thearbitration the 

 

C-1

----

 

documentsthat it may use at the hearing and a list of the witnesses whom such party maycall at the hearing.

 

**6.****    **TheTribunal shall have no authority to award any indirect, incidental, special,consequential, or punitive damages, and each party irrevocably waives its rightto recover any such damages.

 

**7.****    **Thedecision of the Tribunal will be final and binding.  Any award made in the arbitration will beenforceable in any court of competent jurisdiction, including withoutlimitation in any jurisdiction where one or more of the parties is domiciled orhas assets.  For purposes of an actionfor recognition or enforcement of the award, each party irrevocably waives anyobjection that it might have to personal jurisdiction in the courts of ajurisdiction where one or more of the parties is domiciled or has assets.

 

**8.****    **Notwithstandingthe pendency of any arbitration, the obligations of the parties under thisAgreement will remain in full force and effect; provided that no partywill be considered in default under this Agreement (except for defaults for thepayment of money) during the pendency of an arbitration specifically relatingto the default.  Each party to anyarbitration must bear its own costs and expenses in connection with sucharbitration, unless the Tribunal determines otherwise.

 

Theparties shall use their commercially reasonable efforts to encourage theTribunal to enter a final award resolving the Dispute within 180 days from theappointment of the Tribunal. Notwithstanding any provision to the contrary in this Schedule C,the parties to any arbitration under this Schedule C may agree at anytime to discontinue and terminate such arbitration.

 

C-2

----