Common use of Transfer of Warrants Clause in Contracts

Transfer of Warrants. This Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Act.

Transfer of Warrants. This The Holder of a Warrant and Certificate, by its acceptance thereof, acknowledges that the Warrant Shares Warrants are "restricted securities" which have not been registered under the 1933 Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at representatives of the time of transfer and, if requested by the Company, an opinion of counsel satisfactory Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the effect that such registration is not required is delivered to original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. Subject In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the foregoing limitationsCompany in its discretion. Upon any registration of transfer, the Company shall register deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant exchange or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request other disposition of the holder thereofWarrants. Notwithstanding the foregoing, at the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such time as they become transfer would violate the subject of an effective resale registration statement Securities Act or they become eligible for resale pursuant to Rule 144 under the 1933 Actapplicable state securities laws.

Transfer of Warrants. This The Holder of a Warrant and Certificate, by its acceptance thereof, acknowledges that the Warrant Shares Warrants are "restricted securities" which have not been registered under the 1933 Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at representatives of the time of transfer and, if requested by the Company, an opinion of counsel satisfactory Holder upon written request to the Company delivered in accordance with Section 10 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the effect that such registration is not required is delivered to original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. Subject In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the foregoing limitationsCompany in its discretion. Upon any registration of transfer, the Company shall register deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant exchange or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request other disposition of the holder thereofWarrants. Notwithstanding the foregoing, at the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such time as they become transfer would violate the subject of an effective resale registration statement Securities Act or they become eligible for resale pursuant to Rule 144 under the 1933 Actapplicable state securities laws.

Transfer of Warrants. This Warrant Subject to compliance with state and federal securities laws and the terms and conditions hereof, Boeing shall have the right to sell, transfer, negotiate, assign or grant participation in all or any part of Boeing's rights and obligations under this Warrant Shares have not been registered Agreement or under any Warrant Certificate. The Warrant Certificates shall be transferable on the 1933 Act books of the Company (the "Warrant Register") only upon delivery thereof duly endorsed by the Holder or similar state lawsby his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. This Warrant and Warrant Shares cannot be sold or transferred In all cases of transfer by an investor unless (i) they are so registered attorney, the original power of attorney, duly approved, or (ii) an exemption from registration is available at the time of transfer andofficial copy thereof, if requested by the Companyduly certified, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to shall be deposited with the Company. Subject In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the foregoing limitationsCompany in its discretion. Upon any registration of transfer, the Company shall register deliver a new Warrant Certificate or Warrant Certificates to the transferperson entitled thereto. Notwithstanding the foregoing, from time the Company shall have no obligation to timecause Warrant Certificates to be transferred on its books to any person unless the Holder of such Warrant Certificates shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), in accordance with the provisions of Section 11 of this Warrant upon Agreement. The text of each new Warrant Certificate issued under Sections 3 or 4 and of the Company’s warrant register, upon surrender form of this Warrant for transfer, accompanied by a duly executed Assignment Form election to purchase shares shall be as set forth in Exhibits A and B hereto and shall be exchanged and transferred and subject to adjustment in the form attached same manner as Annex II, with signatures properly guaranteed as indicatedif such new Warrant Certificate were the original Warrant Certificate issued to the Holder. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant Any Holder who transfers Warrants shall be issued responsible for and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise pay all costs and expenses associated with such transfer of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant Warrants to Rule 144 under the 1933 Actits transferee.

Transfer of Warrants. This Warrant The Warrants may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representative, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Shares have not been registered under the 1933 Act Holder or similar state lawsby his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. This Warrant and Warrant Shares cannot be sold or transferred In all cases of transfer by an investor unless (i) they are so registered attorney, the original power of attorney, duly approved, or (ii) an exemption from registration is available at the time of transfer andofficial copy thereof, if requested by the Companyduly certified, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to shall be deposited with the Company. Subject In case of transfer by executors, administrators, guardians or other legal representative, duly authenticated evidence of their authority shall be produced and may be required to be deposited with the foregoing limitationsCompany in its discretion. Upon any registration of transfer, the Company shall register deliver a new Warrant or new Warrants to the transferpersons entitled thereto. A Warrant may be exchanged at the option of the Warrant Holder thereof for another Warrant, from time to timeor other Warrants, of this Warrant upon different denominations, of like tenor and representing in the Company’s warrant register, aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 ActAgreement.

Transfer of Warrants. This Xxxxxx understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act.

Transfer of Warrants. This [If Warrants are to be issued in Book-Entry form: (a) [All] [A portion] of the Warrants shall initially be represented by one or more Global Warrant Certificates deposited with [the Depository Trust Company] (the “Depository”) and registered in the name of [Cede & Co.], a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for Depository. Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot transfer of such ownership shall be sold or transferred effected through, records maintained by an investor unless (i) they are so registered the Depository or its nominee for each Global Warrant Certificate, or (ii) an exemption from registration is institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”).] [If Warrants are to be issued in Book-Entry form: (b) If the Depository subsequently ceases to make its book-entry settlement system available at for the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitationsWarrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall register provide written instructions to the transferDepository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, from time and the Company shall instruct the Warrant Agent to time, of this deliver to the Depository definitive Warrant upon the Company’s warrant register, upon surrender of this Certificates in physical form evidencing such Warrants. Such definitive Warrant for transfer, accompanied by a duly executed Assignment Form Certificates shall be in the form attached annexed hereto as Annex IIExhibit A with appropriate insertions, with signatures properly guaranteed modifications and omissions, as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Actprovided above.]

Transfer of Warrants. This [If Warrants are to be issued in Book-Entry form: (a) [All] [A portion] ------------------------------------------------ of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with [the Depository Trust Company] (the "Depository") and registered in the name of [Cede & Co.], a nominee of the Depository. Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot transfer of such ownership shall be sold or transferred effected through, records maintained by an investor unless (i) they are so registered the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) an exemption from registration is institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a "Participant").] [If Warrants are to be issued in Book-Entry form: (b) If the Depository ------------------------------------------------ subsequently ceases to make its book-entry settlement system available at for the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitationsWarrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall register provide written instructions to the transferDepository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, from time and the Company shall instruct the Warrant Agent to time, of this deliver to the Depository definitive Warrant upon the Company’s warrant register, upon surrender of this Certificates in physical form evidencing such Warrants. Such definitive Warrant for transfer, accompanied by a duly executed Assignment Form Certificates shall be in the form attached annexed hereto as Annex IIExhibit A with appropriate insertions, modifications and omissions, as provided above.] [If Securities and Warrants are to be offered together: (c) [If Warrants ------------------------------------------------------ ----------- are not immediately detachable: Prior to the Detachment Date,] Warrants may be ------------------------------- transferred or exchanged only together with signatures properly guaranteed as indicated. Upon any the Security to which such transferWarrant is attached, and only for the purpose of effecting, or in conjunction with, a new warrant transfer or warrants representing exchange of such Security. Furthermore, [If Warrants are not ------------------- immediately detachable: on or prior to the aggregate number Detachment Date,] each transfer of this Warrant a ----------------------- Security on the register relating to such Securities shall operate also to transfer the Warrants to which such Security was initially attached. [If -- Warrants are not immediately detachable: From and after the Detachment Date, the ---------------------------------------- above provisions shall be issued of no further force and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Acteffect.]

Transfer of Warrants. This Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 144(k) under the 1933 Act.

Transfer of Warrants. This [If Warrants are to be issued in Book-Entry form: (a) [All] [A portion] of the Warrants shall initially be represented by one or more Global Warrant Certificates deposited with [the Depository Trust Company] (the "Depository") and registered in the name of [Cede & Co.], a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for Depository. Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot transfer of such ownership shall be sold or transferred effected through, records maintained by an investor unless (i) they are so registered the Depository or its nominee for each Global Warrant Certificate, or (ii) an exemption from registration is institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a "Participant").] [If Warrants are to be issued in Book-Entry form: (b) If the Depository subsequently ceases to make its book-entry settlement system available at for the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitationsWarrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall register provide written instructions to the transferDepository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, from time and the Company shall instruct the Warrant Agent to time, of this deliver to the Depository definitive Warrant upon the Company’s warrant register, upon surrender of this Certificates in physical form evidencing such Warrants. Such definitive Warrant for transfer, accompanied by a duly executed Assignment Form Certificates shall be in the form attached annexed hereto as Annex IIExhibit A with appropriate insertions, modifications and omissions, as provided above.] [If Securities and Warrants are to be offered together: (c) [If Warrants are not immediately detachable: Prior to the Detachment Date,] Warrants may be transferred or exchanged only together with signatures properly guaranteed as indicated. Upon any the Offered Security to which such transferWarrant is attached, and only for the purpose of effecting, or in conjunction with, a new warrant transfer or warrants representing exchange of such Offered Security. Furthermore, [If Warrants are not immediately detachable: on or prior to the aggregate number Detachment Date,] each transfer of this Warrant an Offered Security on the register relating to such Offered Securities shall operate also to transfer the Warrants to which such Offered Security was initially attached. [If Warrants are not immediately detachable: From and after the Detachment Date, the above provisions shall be issued of no further force and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Acteffect.]

Transfer of Warrants. This The Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant registerWarrant Register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate (or reflected in the records of the Company’s transfer agent, in the case of shares issued in book-entry form) acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS REQUIRED OR (III) IN COMPLIANCE ACCORDANCE WITH THE SECURITIES PROVISIONS OF REGULATION S UNDER THE 1933 ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24, 2015, COPIES OF WHICH ARE AVAILABLE FROM GENERAL MOLY, INC. UPON REQUEST, AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDER AGREEMENT. The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act. The second paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as the Stockholder Agreement has terminated or if the Warrant Shares are being issued to a party not subject to the Stockholder Agreement in a manner permitted under the Stockholder Agreement.

Transfer of Warrants. This Xxxxxx understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws and that the Company is not required to register any resale or other transfer of this Warrant or the Warrant Shares under the 1933 Act and any other applicable securities laws, except to the extent specifically provided in this Warrant. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. REQUIRED The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act; provided, that Holder consents to the entry by the Company of stop transfer instructions with the Company’s transfer agent during any period under which a notice from the Company of the happening of any event that makes any statement made in such resale registration statement or related prospectus untrue or which requires the making of any changes in such resale registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading shall be in effect.

Transfer of Warrants. This Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred A Holder may transfer its Warrants only by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory written notice to the Company to stating the effect that such registration is not required is delivered to name of the Companyproposed transferee and otherwise complying with the terms of this Warrant Agreement and all applicable laws, rules and regulations. Subject to the foregoing limitationsprovisions of Section 15 hereof, the Warrants shall be transferrable only on the Warrant Register upon delivery to the Company of the Warrant Certificate or Certificates duly endorsed by the Holder or by his duly authorized attorney-in-fact or legal representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney-in-fact, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Prior to due presentation for registration of transfer, the Company and any agent of the Company may deem and treat the person in whose name the Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone), and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or in interest in any Warrants on the part of any other person and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the Warrant Register in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. No service charge shall be made for any registration of transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrants. Upon any registration of transfer, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, deliver a new warrant Warrant Certificate or warrants representing Certificates to the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (Iperson(s) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Actentitled thereto.

Transfer of Warrants. This Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING - 4 - TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Act.

Transfer of Warrants. This Warrant The Company agrees to maintain at its principal office the books for the registration of transfers of the Warrants, and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant registerand all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Warrant for transferat the Company, accompanied together with (i) a written assignment of this Warrant duly executed by the Holder or its duly authorized agent or attorney, with (if the Holder is a natural Person) signatures guaranteed by a duly executed Assignment Form in bank or trust company or a broker or dealer registered with the form attached as Annex IINASD, with signatures properly guaranteed as indicated. Upon provided, however, that (a) the Holder may not assign all or any part of this Warrant or the Warrant Shares to a competitor of the Company, and (b) the Holder may not assign all or any part of this Warrant or the Warrant Shares to any Person other than an Affiliate of the Holder without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) funds sufficient to pay any transfer taxes payable upon such transfer, and (iii) an Investment Representation Letter executed by the proposed transferee. Upon surrender and, if required, such payment, the Company shall promptly execute and deliver a new warrant Warrant or warrants representing Warrants in the aggregate number name of the assignee or assignees and in the denominations specified in the instrument of assignment and shall issue to the assignor a new Warrant or Warrants evidencing the portion of this Warrant shall be issued not so assigned, and this Warrant shall promptly be cancelled by canceled. The Company shall permit the Holder to inspect the warrant registration books from time to time during normal business hours at the Company. A restrictive legend The Holder shall be placed upon each share certificate acquired upon exercise pay all fees (including reasonable attorney’s fees), costs and expenses associated with any transfer of this Warrant in substantially requested by the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 ActHolder.

Transfer of Warrants. This No transfer of a Warrant and will be valid unless entered on the register of transfers referred to in subsection 3.2(1) upon surrender to the Warrant Shares have not been Agent of the Warrant Certificate evidencing such Warrant, and a duly completed and executed transfer form as attached to the Warrant Certificate executed by the registered under the 1933 Act holder or similar state laws. This Warrant and Warrant Shares cannot be sold his executors, administrators or transferred other legal representatives or his or their attorney duly appointed by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel instrument in writing in form and execution satisfactory to the Company Warrant Agent, and, upon compliance with the conditions herein and such reasonable requirements as the Warrant Agent may prescribe, including compliance with all applicable securities legislation, such transfer will be recorded on the register of transfers by the Warrant Agent. Notwithstanding the foregoing, if the Warrants are represented by CDS Global Warrants, the provisions of Section 2.4 shall apply. The transferee of any Warrant will, after surrender to the effect that Warrant Agent of the Warrant Certificate evidencing such registration is not Warrant as required is delivered by subsection (1) and upon compliance with all other conditions in respect thereof required by this Indenture or by applicable law, be entitled to be entered on the Company. Subject register of holders referred to in subsection 3.2(1) as the foregoing limitations, owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company shall register and the transferor or any previous holder of such Warrant, except in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, from time to timeor enter the name of any transferee, of this any Warrant upon on the Company’s warrant registerregisters referred to in subsection 3.2(1), upon surrender if such transfer would constitute a violation of this the securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant for transfer, accompanied by a duly executed Assignment Form Agent is entitled to assume compliance with all applicable securities legislation unless otherwise notified in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled writing by the Company. A restrictive legend The Warrant Agent shall be placed have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Warrants or any Common Shares issuable upon each share certificate acquired upon the exercise thereof provided such issue, exercise or transfer is effected in accordance with the terms of this Warrant Indenture. If a Warrant Certificate tendered for transfer bears the legend set forth in substantially subsection 2.9(3), the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the said subsection 2.9(3). If the Warrant Certificate tendered for transfer does not bear the legend set forth in subsection 2.9(3), AMENDEDthe Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a completed and executed transfer form in the form included in the Warrant Certificate. Notwithstanding the foregoing, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACTthe Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person. The foregoing legend will be removed from Warrant Agent is entitled to rely exclusively on the certificates representing information provided in the transfer form in making any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Actdetermination.

Transfer of Warrants. This Xxxxxx understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws and that the Company is not required to register any resale or other transfer of this Warrant or the Warrant Shares under the 1933 Act and any other applicable securities laws, except to the extent specifically provided in this Warrant. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, transfer from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, transfer accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. REQUIRED The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act; provided, that Holder consents to the entry by the Company of stop transfer instructions with the Company’s transfer agent during any period under which a notice from the Company of the happening of any event that makes any statement made in such resale registration statement or related prospectus untrue or which requires the making of any changes in such resale registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading shall be in effect.

Transfer of Warrants. This Subject to the legend appearing on the first page hereof to compliance with all other laws, rules or regulations pertaining to the transfer, sale or other disposition of the Warrants, and to the provisions of this Section 6.02, title to the Warrants evidenced by this Warrant Certificate may be transferred by endorsement (by the Warrantholder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the Warrant Shares have not been registered same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the 1933 Securities Act covering the disposition of this Warrant or similar state laws. This the Common Shares issued or issuable upon exercise hereof, the Warrantholder will not sell or transfer any or all of such Warrants or Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at Shares, as the time of transfer andcase may be, if requested by without first providing the Company, at the Warrantholder's expense, with an opinion of counsel (which may be counsel for the Company) reasonably satisfactory to the Company to the effect that such sale or transfer will be exempt from the registration is not required is delivered to requirements of the CompanySecurities Act. Subject to Each certificate representing Warrant Shares, unless at the foregoing limitationstime of exercise such Warrant Shares are registered under the Securities Act, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by bear a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following formform on the face thereof: THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE OFFERED, PLEDGED, SOLD, PLEDGEDASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE ABSENCE PROVISIONS OF (I) THE ACT AND SUCH REGISTRATION LAWS, OR (II) IF AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH FROM REGISTRATION IS NOT REQUIREDAVAILABLE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing Any certificate issued at any time in exchange or substitution for any certificate bearing such legend will (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be removed from the certificates representing any Warrant Shares, at the request transferred as contemplated by such holder without violation of the holder thereof, at such time as they become registration requirements of the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 ActSecurities Act and any applicable state securities laws.

Transfer of Warrants. This The Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant registerWarrant Register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate (or reflected in the records of the Company’s transfer agent, in the case of shares issued in book-entry form) acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS REQUIRED OR (III) IN COMPLIANCE ACCORDANCE WITH THE SECURITIES PROVISIONS OF REGULATION S UNDER THE 1933 ACT. The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act.

Transfer of Warrants. This [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM: (a) [All] [A portion] of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with [the Depository Trust Company] (the "DEPOSITORY") and registered in the name of [Cede & Co.], a nominee of the Depository. Except as provided for in SECTION 1.03(b) hereof, no person acquiring Warrants with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot transfer of such ownership shall be sold or transferred effected through, records maintained by an investor unless (i) they are so registered the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) an exemption from registration is institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a "PARTICIPANT").] [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM: (b) If the Depository subsequently ceases to make its book-entry settlement system available at for the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitationsWarrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall register provide written instructions to the transferDepository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, from time and the Company shall instruct the Warrant Agent to time, of this deliver to the Depository definitive Warrant upon the Company’s warrant register, upon surrender of this Certificates in physical form evidencing such Warrants. Such definitive Warrant for transfer, accompanied by a duly executed Assignment Form Certificates shall be in the form attached annexed hereto as Annex IIExhibit A with appropriate insertions, modifications and omissions, as provided above.] [IF SECURITIES AND WARRANTS ARE TO BE OFFERED TOGETHER: (c) [IF WARRANTS ARE NOT IMMEDIATELY DETACHABLE: Prior to the Detachment Date,] Warrants may be transferred or exchanged only together with signatures properly guaranteed as indicated. Upon any the Security to which such transferWarrant is attached, and only for the purpose of effecting, or in conjunction with, a new warrant transfer or warrants representing exchange of such Security. Furthermore, [IF WARRANTS ARE NOT IMMEDIATELY DETACHABLE: on or prior to the aggregate number Detachment Date,] each transfer of this Warrant a Security on the register relating to such Securities shall operate also to transfer the Warrants to which such Security was initially attached. [IF WARRANTS ARE NOT IMMEDIATELY DETACHABLE: From and after the Detachment Date, the above provisions shall be issued of no further force and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 under the 1933 Acteffect.]

Transfer of Warrants. This Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale pursuant to Rule 144 144(i) under the 1933 Act0000 Xxx.

Transfer of Warrants. This Xxxxxx understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and and/or Warrant Shares cannot be sold or transferred by an investor unless (i) they are such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex IIXxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDEDAMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF DECEMBER 20, 2010, AS AMENDED, COPIES OF WHICH ARE AVAILABLE FROM GENERAL MOLY, INC. UPON REQUEST, AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDER AGREEMENT. The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act. The second paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as the Stockholder Agreement has terminated or if the Warrant Shares are being issued to a party not subject to the Stockholder Agreement in a manner permitted under the Stockholder Agreement.