Common use of Allocations to Members Clause in Contracts

Allocations to Members. Allocations for Capital Account purposes shall be in accordance with the following: (a) Except as otherwise provided in this Paragraph 3.3, all items of income, gain, loss, deduction and credit shall be determined on a separate basis, and each such item shall be allocated among the Members in accordance with their respective Percentage Interests. For the avoidance of doubt, during the period from the Execution Date through the Third Contribution Installment Date, allocations shall be made in accordance with Percentage Interests even though the relative capital contributions of the Members through that date have not been in proportion to Percentage Interests. (b) In the event of a revaluation in accordance with Treas. Regs. § 1.704-1(b)(2)(iv)(f), the amount of the adjustment to the Adjusted Properties shall be allocated, first, to cause the Members’ Capital Account balances to be in proportion to the Members’ Percentage Interests and, second, to the Members in proportion to the Members’ Percentage Interests. (c) Gains and losses on the sale of all or substantially all the Assets of the Company (including any distribution in kind of all or substantially all the Assets of the Company to the Members) shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as their relative Percentage Interests (“Balance Capital Accounts”) after taking into account such sale; provided, that in circumstances where either the Third Contribution Installment or the Catch-Up Contribution are not yet due, or any capital contribution is due and not yet paid, for purposes of determining Capital Account balances each Member shall be deemed to have made the Unpaid Contribution Amount (as defined below) immediately prior to the time such allocations are made. In making the allocations under this Subparagraph 3.3(c), to the extent necessary to Balance Capital Accounts, gain and loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member shall be treated as a separate asset from the property contributed by or created with funds contributed by the other Member. If the Company does not have sufficient items of gain and loss to Balance Capital Accounts, the liquidator may take other actions, as it determines are reasonably appropriate, to Balance Capital Accounts, including reallocating items among the Members in such year or prior years to the extent amended tax returns for the Company can be filed. The “Unpaid Contribution Amount” shall mean, for each Member, (i) with respect to POSCO, if the Third Contribution Conditions have not yet been satisfied and the Third Contribution Deadline has not yet occurred, the amount of the Third Contribution Installment and the Catch-Up Contribution (each determined based upon the circumstances then existing) and (ii) any other capital contribution that is then due and owing by such Member but has not been paid. EXHIBIT C TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC; TAX MATTERS – Page 4

Allocations to Members. Allocations for Capital Account purposes shall be in accordance with the following: (a) Except as otherwise provided in this Paragraph 3.3, all items of income, gain, loss, deduction Exploration expenses and credit shall be determined on a separate basis, and each such item development cost deductions shall be allocated among the Members in accordance with their respective Percentage Interests. For the avoidance of doubt, during the period from the Execution Date through the Third Contribution Installment Date, allocations shall be made in accordance with Percentage Interests even though the relative capital contributions of the Members through that date have not been in proportion to Percentage Interestssuch expenses and costs. (b) In Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the event of a revaluation Members in accordance with Treas. Regs. § 1.704-1(b)(2)(iv)(f)their respective contributions to the adjusted basis of the Asset which gives rise to the depreciation, amortization or loss deduction. (c) Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs. (d) Deductions for depletion (to the extent of the amount of the adjustment such deductions that would have been determined for Capital Account purposes if only cost depletion were allowable for federal income tax purposes) shall be allocated to the Adjusted Properties Members in accordance with their respective contributions to the adjusted basis of the depletable property. Any remaining depletion deductions shall be allocated, firstallocated to the Members so that, to cause the Members’ Capital Account balances to be in proportion to extent possible, the Members’ Percentage Interests and, second, Members receive the same total amounts of percentage depletion as they would have received if percentage depletion were allocated to the Members in proportion to their respective shares of the Members’ Percentage Interestsgross income used as the basis for calculating the federal income tax deduction for percentage depletion. (ce) Subject to Subparagraph 3.3(g) of this Exhibit C, gross income on the sale of Products shall be allocated in accordance with the Members' rights to share in the proceeds of such sale. (f) Except as provided in Subparagraph 3.3(g) of this Exhibit C, gain or loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount reflected in the Members' Capital Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and gain or loss) most closely reflects the Members' respective Ownership Interests. EXHIBIT C Page 4 of 10 (g) Gains and losses on the sale of all or substantially all of the Assets of the Company (including any distribution in kind of all or substantially all the Assets of the Company to the Members) shall be allocated so that, that to the extent possible, the Members’ ' resulting Capital Account balances are in the same ratio as their relative Percentage Ownership Interests (“Balance Capital Accounts”) after taking into account at the time of such sale; provided. (h) The Members acknowledge that expenses and deductions allocable under the preceding provisions of this Paragraph 3.3 may be required to be capitalized into production under Section 263A of the Code. With respect to any such capitalized expenses or deductions, the allocation of gross income on the sale of Products shall be adjusted in any reasonable manner consistently applied by the Manager, so that the same net amount (subject possibly to timing differences) is reflected in circumstances where either the Third Contribution Installment Capital Accounts as if such expenses or deductions were instead deductible and allocated pursuant to the Catch-Up Contribution preceding provisions of this Paragraph. (i) All deductions and losses that are not yet dueotherwise allocated in this Paragraph 3.3 shall be allocated among the Members in accordance with their respective contributions to the costs producing each such deduction or to the adjusted basis of the Asset producing each such loss. (j) Any recapture of exploration expenses under Section 617(b) (1) (A) of the Code, and any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to or any capital contribution claimed by them. (k) All other items of income and gain shall be allocated to the Members in accordance with their respective Ownership Interests. (l) If a reduced Ownership Interest is due restored pursuant to Section 10.6 of the LLC Operating Agreement, the Manager shall endeavor to allocate items of income, gain, loss and not yet paiddeduction (in the same year as the restoration of such Ownership Interest or, for purposes of determining if necessary, in subsequent years) so as to cause the respective Capital Account balances of the Members to be the same as they would have been if the restored Ownership Interest had never been reduced. (m) If the Members' respective Ownership Interests change during any taxable year of the Company, the distributive share of items of income, gain, loss and deduction of each Member shall be deemed to have made determined in any manner (i) permitted by Section 706 of the Unpaid Contribution Amount Code and (as defined belowii) immediately prior agreed upon by both Members. If the Members cannot agree upon a method, the method shall be determined by the Manager in consultation with the Company's tax advisers, with preference given to the time such allocations are made. In making the allocations under this Subparagraph 3.3(c), interim closing-of-the-books method except where application of that method would result in undue administrative expense in relationship to the extent necessary amount of the items to Balance Capital Accountsbe allocated. (n) For purposes of this Paragraph 3.3 of this Exhibit C, gain and loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member items financed through indebtedness or from revenues of the Company shall be treated as a separate asset funded from the property contributed by or created with funds contributed contributions made by the other Member. If Members to the Company does not have sufficient items of gain and loss to Balance Capital Accountsin accordance with their respective Ownership Interests. "Nonrecourse deductions," as defined by Treas. Reg. Section 1.704-2(b) (1), the liquidator may take other actions, as it determines are reasonably appropriate, to Balance Capital Accounts, including reallocating items among shall be allocated between the Members in such year or prior years proportion to the extent amended tax returns for the Company can be filed. The “Unpaid Contribution Amount” shall mean, for each Member, (i) with respect to POSCO, if the Third Contribution Conditions have not yet been satisfied and the Third Contribution Deadline has not yet occurred, the amount of the Third Contribution Installment and the Catch-Up Contribution (each determined based upon the circumstances then existing) and (ii) any other capital contribution that is then due and owing by such Member but has not been paid. EXHIBIT C TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC; TAX MATTERS – Page 4their respective Ownership Interests.

Allocations to Members. Allocations for Capital Tax Allocation Account purposes shall be in accordance with the following: (a) Except as otherwise provided in this Paragraph 3.3, all items of income, gain, loss, deduction Exploration expenses and credit shall be determined on a separate basis, and each such item development cost deductions shall be allocated among the Members in accordance with their respective Percentage Interests. For the avoidance of doubt, during the period from the Execution Date through the Third Contribution Installment Date, allocations shall be made in accordance with Percentage Interests even though the relative capital contributions of the Members through that date have not been in proportion to Percentage Interestssuch expenses and costs. (b) In Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the event of a revaluation Members in accordance with Treastheir respective contributions to the adjusted basis of the Asset which gives rise to the depreciation, amortization or loss deduction. (c) Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs in respect of contributed properties or incurred during start-up operations. (d) Deductions for depletion (to the extent of the amount of such deductions that would have been determined for Tax Allocation Account purposes if only cost depletion were allowable for federal income tax purposes) shall be allocated to the Members in accordance with their respective contributions to the adjusted basis of the depletable property. Regs. § 1.704-1(b)(2)(iv)(fAny remaining depletion deductions shall be allocated to the Members so that, subject to Paragraph 3(j), the amount of the adjustment Members receive to the Adjusted Properties shall be allocated, first, to cause extent possible the Members’ Capital Account balances to be in proportion to the Members’ Percentage Interests and, second, same total amounts of percentage depletion as they would have received if percentage depletion were allocated to the Members in proportion to their respective shares of the gross income used as the basis for calculating the federal income tax deduction for percentage depletion. (e) Except as provided in Paragraph 3(f), below, to the extent permitted under Treas. Reg § 1.1245-1(e)(2), gain or loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount reflected in the Members’ ' Tax Allocation Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and gain or loss) most closely reflects the Members' Percentage Interests. (cf) Gains and losses on the sale of all or substantially all the Assets of the Company (including any distribution in kind of all or substantially all the Assets of the Company to the Members) shall be allocated so that, to the extent possible, the Members’ ' resulting Capital Tax Allocation Account balances are in the same ratio as their relative Percentage Interests (“Balance Capital Accounts”) after taking into account at the time of such sale; provided. (g) Income and gain (other than items of income or gain allocated pursuant to Paragraphs 3(e) and 3(f)) shall be allocated to the Members in accordance with their Percentage Interests. (h) The Members acknowledge that expenses and deductions allocable under the preceding provisions of this Paragraph 3 may be required to be capitalized into production under Section 263A of the Code. With respect to such capitalized expenses or deductions, the allocation of gross income on the sale of production shall be adjusted, in any reasonable manner consistently applied by the Management Team, so that the same net amount (subject possibly to timing differences) is reflected in circumstances where either the Third Contribution Installment Tax Allocation Accounts as if such expenses or deductions were instead deductible and allocated pursuant to the Catch-Up Contribution preceding provisions of this Paragraph. (i) All deductions and losses that are not yet dueotherwise allocated in this Paragraph 3 shall be allocated among the Members in accordance with their respective contributions to the costs producing each such deduction or to the adjusted basis of the Asset producing each such deduction or loss. (j) Any recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or any capital contribution claimed by, them as deductions pursuant to Section 617(a) of the Code. (k) If a reduced Percentage Interest is due restored pursuant to this Agreement and if this Agreement does not yet paidotherwise cause a shift in Tax Allocation Accounts, for purposes the Management Team shall endeavor to allocate items of determining Capital income, gain, loss, and deduction (in the same year as the restoration of such Percentage Interest or, if necessary, in subsequent years) so as to cause the Tax Allocation Account balances of the Members to be the same as they would have been if the restored Percentage Interest had never been reduced. (l) If the Members' Percentage Interests change during any taxable year of the Company, the distributive share of items of income, gain, loss and deduction of each Member shall be deemed to have made determined in any manner (1) permitted by Section 706 of the Unpaid Contribution Amount Code, and (as defined below2) immediately prior determined by the Management Team having been advised by the Company's tax advisers. Preference shall be given to the time such allocations are made. In making the allocations under this Subparagraph 3.3(c), interim closing-of- the-books method except where application of that method would result in undue administrative expense in relationship to the extent necessary amount of the items to Balance Capital Accountsbe allocated. (m) For purposes of this Paragraph 3, gain and loss shall be calculated on an asset-by-asset basisitems financed through indebtedness of, and any property contributed by a Member or from revenues of, the Company shall be treated as a separate asset funded from the property contributed by or created with funds contributed contributions made by the other Member. If Members to the Company does not have sufficient items of gain and loss to Balance Capital Accounts, the liquidator may take other actions, as it determines are reasonably appropriate, to Balance Capital Accounts, including reallocating items among the Members in such year or prior years to the extent amended tax returns for the Company can be filed. The “Unpaid Contribution Amount” shall mean, for each Member, (i) accordance with respect to POSCO, if the Third Contribution Conditions have not yet been satisfied and the Third Contribution Deadline has not yet occurred, the amount of the Third Contribution Installment and the Catch-Up Contribution (each determined based upon the circumstances then existing) and (ii) any other capital contribution that is then due and owing by such Member but has not been paid. EXHIBIT C TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC; TAX MATTERS – Page 4their Percentage Interests.