Exhibit 10.3


 


AMENDMENT NO. 2 AND WAIVER TO SECURITIES PURCHASE AGREEMENT


 


THIS
AMENDMENT NO. 2 AND WAIVER TO SECURITIES PURCHASE AGREEMENT, dated October 26,
2010 (this “Amendment and Waiver”), is between General Moly, Inc.,
a Delaware corporation, (the “Company”), and Hanlong (USA) Mining
Investment, Inc., a Delaware corporation, (“Purchaser”).
Capitalized terms used, but not defined herein, shall have the meanings
assigned to them in the Agreement, as defined below.


 


RECITALS


 


A.            The Company and
Purchaser are parties to the Securities Purchase Agreement, dated March 4,
2010 (as amended by Amendment No. 1 to Securities Purchase Agreement,
dated July 30, 2010, and as further amended, restated or replaced, the “Agreement”);


 


B.            The parties have
decided that it would be in their mutual best interest for the Tranche 1
Closing to occur on December 20, 2010; and


 


C.            In order to
facilitate the occurrence of the Tranche 1 Closing on December 20, 2010,
Purchaser has agreed to waive the condition to the Tranche 1 Closing set forth
in Section 7.1(c)(iv) of the Agreement and the rights granted in Section 8.4(b)(v) of
the Agreement on the terms hereunder and the parties have agreed that required
governmental approvals that are conditions to their respective obligations have
been obtained.


 


Accordingly,
in consideration of the mutual covenants contained in this Amendment and
Waiver, the parties intending to be legally bound agree as follows.


 


AGREEMENT


 


1.             Pursuant to Section 9.3
of the Agreement, Purchaser hereby waives (a) the condition to the Tranche
1 Closing set forth in Section 7.1(c)(iv) of the Agreement and (b) the
rights granted in Section 8.4(b)(v).


 


2.             The Company and
Purchaser agree that the required governmental approval conditions set out in Section 7.1(b)(iii) and
7.1(c)(v) have been satisfied as to Tranche 1, unless hereafter such
approvals are rescinded, withdrawn, or otherwise modified or amended in a
manner that would prohibit the Tranche 1 Closing.


 


3.             Section 1.2(a) of
the Agreement is amended to read in its entirety as follows:


 


“Subject
to the satisfaction or waiver of the conditions set forth in Section 7.1,
the completion of the purchase and sale of the Tranche 1 Shares (the “Tranche
1 Closing”) shall occur at 10:00 a.m. local time at the offices of Holme
Roberts & Owen LLP, Denver, Colorado, on December 20, 2010, or at
such other 


 

















 


location,
date and time as may be mutually agreed upon by the Company and Purchaser.  The date of the Tranche 1 Closing is referred
to herein as the “Tranche 1 Closing Date.”


 


4.             Section 7.1(d) of
the Agreement is amended by deleting such section in its entirety and by
deleting “Deleted Intentionally”.


 


5.             Section 8.2(d) of
the Agreement is amended by inserting a new subsection (v) as follows:


 


“(v)         if publication of the notice of
availability of the draft Environmental Impact Statement of the Mount Hope
Project (“Draft EIS”) by the Bureau of Land Management (“BLM”) in the Federal
Register does not occur on or before May 31, 2011, subject to the
provision of Section 8.2(d)(vi) below; or


 


(vi)          if on or before May 1, 2011, the
Company notifies Purchaser that the Company reasonably believes that (i) the
BLM will not publish the Draft EIS in the Federal Register on or before May 31,
2011, and (ii) the BLM will publish the Draft EIS in the Federal Register
on or before August 31, 2011, then the Purchaser may notify the Company on
or before May 1, 2011 that the Purchaser has elected to extend the date by
which the BLM must publish the Draft EIS in the Federal Register to August 31,
2011 (the “Draft EIS Condition Extension”). 
If the Purchaser elects the Draft EIS Condition Extension, then the
Company Break Fee shall be increased by $1,000,000 for each month(or portion
thereof) after May 31, 2011 that elapses prior to the publication by the
BLM of the Draft EIS, such increase not to exceed $3,000,000 and the Purchaser
may terminate this Agreement after the Draft EIS Condition Extension if the
Draft EIS is not published by the August 31, 2011.”


 


6.             Section 8.4(b) of
the Agreement is amended by adding the following new subsections:


 


“(b)(viii) Section 8.2(d)(v) (unless
Section 8.2(d)(vi) applies); or


 


(ix) Section 8.2(d)(vi),
in which case the Company Break Fee payable shall be the increased by
$3,000,000 in accordance with Section 8.2(d)(vi)”


 


7.             Schedule 1 of the
Agreement be amended by deleting the definition of “Company Break Fee” in its
entirety and replace with the following:


 


“Company
Break Fee”: $5,000,000 (as such amount may be increased pursuant to the
terms of the Agreement) payable in cash or in shares of Common Stock based upon
the 5-Day VWAP on the date which is six business days after the date that the
Company has announced to the public that the Agreement has been terminated; provided,
however, the Company Break Fee shall not be payable in shares of Common
Stock if the Company or Purchaser terminates the Agreement in accordance with Sections
8.2(b)(iii) or the Company terminates the Agreement in accordance with
Section 8.2(c)(iv); and provided, further, any
increase in the Company Break Fee pursuant to Sections 8.2(d)(vi) and
7.2(c) shall be paid in cash.”


 

















 


8.             Except as
specifically set forth in this Amendment and Waiver, the Agreement shall remain
in full force and effect.


 


9.             Article IX of
the Agreement is hereby incorporated by reference into this Amendment and
Waiver.


 


IN WITNESS WHEREOF, the parties have executed
this Amendment and Waiver to be effective as of the date first above written.


 


 


	
   

  	
  GENERAL
  MOLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  D. Hansen

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  



 


 


HANLONG
(USA) MINING INVESTMENT, INC.


 


 


	
  By:

  	
  /s/
  Hui Xiao

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Hui
  Xiao

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President