Common use of PRE-COMPLETION OBLIGATIONS Clause in Contracts

PRE-COMPLETION OBLIGATIONS. (a) Each of Rio Tinto and BHP Billiton must negotiate in good faith for the purposes of agreeing Terms of Reference for the Audit Committee, the Remuneration Committee, the Technical Committee and the Sustainable Development Committee as soon as reasonably practicable after the date of this Agreement, and in any event no later than 90 days after the date of this Agreement. (b) Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion: (i) (Common valuer): (A) identify and appoint a common valuer to determine any fair market valuations required by them in relation to the accounting treatment of the other’s Iron Ore Assets, subject to paragraph (B) and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); but (B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointed; (ii) (AUP): negotiate in good faith for the purposes of agreeing the AUPs to be undertaken by the Auditor; (iii) (Revised Accounting Policy): (A) negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and (B) submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of the Owners initials the Revised Accounting Policy at Completion; (iv) (Tax Allocation Methodology): negotiate in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of: (A) payments made and received in respect of: (1) tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or (2) any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and (B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP Implementation Agreement Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable), for the purposes of the Funding and Distribution Policy. The Tax Allocation Methodology must have regard to the general principles set out in items 8.2 and 8.6 of the Funding and Distribution Policy; (v) (Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing: (A) the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits and Sole Risk Loans; and (B) the Initial Agreed Term for Participant Loans and Term Deposits, which will apply under the Funding and Distribution Policy; (vi) (Infrastructure and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the Infrastructure Sharing Agreement and the Blending Agreement); and (vii) (Set-Off Agreement): negotiate in good faith for the purposes of agreeing a legally binding Set-Off Agreement, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy. (c) The Revised Accounting Policy must: (i) be consistent in all material respects with the policies referred to in item 8 of the Accounting Policy including, without limitation, the modifications to be applied to the accounting policies of the Rio Tinto Group and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy; (ii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and (iii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are not consistent with each other, adopt the accounting policy that is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information. An accounting policy that is different from the policy used by either the Rio Tinto Group or the BHP Billiton Group may be adopted if it is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Owners.

PRE-COMPLETION OBLIGATIONS. (a) Each of Rio Tinto and BHP Billiton must negotiate in good faith for the purposes of agreeing Terms of Reference for the Audit Committee, the Remuneration Committee, the Technical Committee and the Sustainable Development Committee as soon as reasonably practicable after the date of this Agreement, and in any event no later than 90 days after the date of this Agreement. (b) Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion: (i) (Common valuer): (A) identify and appoint a common valuer to determine any fair market valuations required by them in relation to the accounting treatment of the other’s Iron Ore Assets, subject to paragraph (B) and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); butbut * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission (B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointed; (ii) (AUP): negotiate in good faith for the purposes of agreeing the AUPs to be undertaken by the Auditor; (iii) (Revised Accounting Policy): (A) negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and (B) submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of the Owners initials the Revised Accounting Policy at Completion; (iv) (Tax Allocation Methodology): negotiate in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of: (A) payments made and received in respect of: (1) tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or (2) any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and (B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP Implementation Agreement Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable), for the purposes of the Funding and Distribution Policy. The Tax Allocation Methodology must have regard to the general principles set out in items 8.2 and 8.6 of the Funding and Distribution Policy; (v) (Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing: (A) the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits and Sole Risk Loans; and (B) the Initial Agreed Term for Participant Loans and Term Deposits, which will apply under the Funding and Distribution Policy; (vi) (Infrastructure and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the Infrastructure Sharing Agreement and the Blending Agreement); and (vii) (Set-Off Agreement): negotiate in good faith for the purposes of agreeing a legally binding Set-Off Agreement, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy. (c) The Revised Accounting Policy must: (i) be consistent in all material respects with the policies referred to in item 8 of the Accounting Policy including, without limitation, the modifications to be applied to the accounting policies of the Rio Tinto Group and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy; (ii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and (iii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are not consistent with each other, adopt the accounting policy that is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information. An accounting policy that is different from the policy used by either the Rio Tinto Group or the BHP Billiton Group may be adopted if it is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Owners.

PRE-COMPLETION OBLIGATIONS. 5.1 During the period from the date of this Agreement to Completion each Seller shall perform its obligations as set out in Schedule 1. 5.2 Ardutch undertakes to Whirlpool that, from the date of this Agreement until Completion, it shall procure that the Buyer shall not, without the prior written consent of Whirlpool: (a) Each create or issue any share capital other than the Ardutch Buyer Shares and the Whirlpool Buyer Shares, or grant any options over, or any other right in respect of, any of Rio Tinto its share capital; (b) create any Encumbrance over its shares, assets or undertaking; (c) incur any liabilities or obligations other than: (i) any immaterial liabilities or obligations which were or are required to be incurred in respect of its incorporation and BHP Billiton must negotiate ongoing filing obligations; and/or (ii) liabilities or obligations set out in, or required to effect, this Agreement, any other Transaction Document, the Ardutch Carve-Out or as is otherwise agreed in writing between the Sellers; or (d) be engaged in any trading or take any action other than for the purpose of entering into and performing its obligations under this Agreement, the Ardutch Carve-Out and the other Transaction Documents to which it is a party. 5.3 Not more than 15 Business Days and not fewer than five Business Days prior to Completion, Ardutch shall provide Whirlpool and the Buyer with a draft of the Ardutch Completion Disclosure Letter and Whirlpool shall provide Ardutch and the Buyer with a draft of the Whirlpool Completion Disclosure Letter, each such draft Completion Disclosure Letter, and each Completion Disclosure Letter, shall be prepared by the relevant Seller in good faith based on its actual knowledge of the facts, matters, events or circumstances relating to the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) at the relevant time. 5.4 The Sellers shall co-operate in good faith: (a) to negotiate and agree, on or before the date falling eight weeks after the date of this Agreement or such later date as may be agreed in writing between Ardutch and Whirlpool, the definitive terms of the following documents on the basis of customary terms that would be included in agreements of that nature, acting reasonably and taking into account the legitimate interests of the Buyer Group: (i) the Whirlpool Transitional Services Agreement (save in respect of the service schedules); (ii) the Engineering Services Agreement (save in respect of the service schedules); (iii) the Ardutch Brand Licence Agreement; (iv) the IP Usage Agreement; (v) the Whirlpool Supply Agreement; and (vi) the Shared GPO Assets Agreement; and (b) to negotiate and agree the Amended Articles, the terms of which shall not be inconsistent with the terms and principles set out in the Shareholders’ Agreement. 5.5 The Sellers shall co-operate in good faith to negotiate and agree, on or before the date falling three months after the date of this Agreement or such later date as may be agreed in writing by Xxxxxxx and Whirlpool, the definitive terms of the service schedules to the following documents on the basis of customary terms that would be included in schedules of that nature, acting reasonably and taking into account the legitimate interests of the Buyer Group: (a) the Whirlpool Transitional Services Agreement; and (b) the Engineering Services Agreement. 5.6 Between the date of this Agreement and the Primary Condition Date, the Sellers shall co-operate in good faith: (a) to negotiate and agree in writing the Initial Business Plan; and (b) to agree in writing the identities of the Initial Managers; 5.7 In the event that the Sellers are unable to agree the Initial Business Plan on or before the Primary Condition Date in accordance with Clause 5.6(a), the Framework Business Plan shall be the Initial Business Plan. 5.8 The Sellers shall co-operate in good faith to negotiate and agree the terms of the MENA SPA on the basis of equivalent terms of this Agreement as are applicable in respect of the MENA Shares on or before the MENA SPA Date, with such amendments as are necessary, including: (a) an enterprise value of EUR 20,000,000 on a debt free, cash free basis for the purposes MENA Shares with a net debt and working capital adjustment at completion, together with such other adjustments as may be agreed between the Sellers in writing; (b) conditions only in respect of agreeing Terms the completion of Reference the MENA Carve-Out and the satisfaction (or waiver if permitted) of the Conditions set out in Clauses 4.1 (a) to 4.1(c) (inclusive) of this Agreement; (c) the following financial and time limitations in respect of claims against the Whirlpool Group under the MENA SPA: (i) a cap in respect of all claims equal to the consideration paid for the Audit CommitteeMENA Shares, unless otherwise agreed; (ii) a cap of EUR 4,000,000 in respect of warranty claims other than fundamental warranty claims; (iii) a threshold of EUR 200,000 on a tipping basket basis; (iv) a de minimis of EUR 20,000; (v) a time limit of 18 months for warranty claims (other than fundamental warranty claims); (vi) a time limit of the longer of seven years and the applicable statutory look back period in respect of tax covenant claims; and (vii) a time limit of seven years for all other claims; and (d) any provisions (including warranties and/or indemnities) required to take account of any matters, facts or circumstances identified by Xxxxxxx or any of its Affiliates during due diligence. 5.9 The Sellers shall co-operate in good faith to negotiate and agree, on or before the date falling twelve weeks after the date of this Agreement or such later date as may be agreed in writing between Ardutch and Whirlpool, the Remuneration Committeedefinitive terms of the Ardutch Services Agreement, of which the terms shall expressly provide: (a) customary terms that would be included for an agreement of this nature acting reasonably and taking into account the legitimate interests of the Buyer Group; and (b) the service charges are Directly Applied Group OpEx (as defined in the Shareholders’ Agreement). For the avoidance of doubt and notwithstanding any other provision of this Agreement, if the terms of the Ardutch Services Agreement are not agreed by Ardutch and Whirlpool on or before such date, the Technical Committee Ardutch Services Agreement shall not be entered into at Completion and the Sustainable Development Committee entry into such agreement on or after Completion shall be a Reserved Matter (as such term is defined in the Shareholders’ Agreement) under the Shareholders’ Agreement. 5.10 Between the date of this Agreement and Completion, Ardutch shall: (a) prepare the Initial Budget to reflect the Initial Business Plan; and (b) notify Whirlpool of the identity of the initial Ardutch Directors to be appointed at Completion (to the extent such individuals have not already been appointed prior to Completion), being such number of directors as Ardutch will be entitled to appoint under the Shareholders’ Agreement, once entered into. 5.11 Between the date of this Agreement and Completion, Whirlpool shall: (a) notify Ardutch of the identity of the initial Whirlpool Directors to be appointed at Completion, being such number of directors as Whirlpool will be entitled to appoint under the Shareholders’ Agreement, once entered into; (b) notify Ardutch of the identity of the initial CFO proposed to be appointed at Completion. 5.12 The Buyer undertakes not to issue any shares on or before Completion other than: (i) the Ardutch Buyer Shares; (ii) the Whirlpool Buyer Shares; and (iii) any shares in the Buyer issued with the prior written consent of Whirlpool. 5.13 In the event the Whirlpool French Put Option is exercised Whirlpool shall, within 20 Business Days of the Whirlpool French Put Option Exercise Date, serve a written notice on Agora S.A.S. (“Agora”) requesting its written consent to the direct or indirect change of control of Whirlpool France S.A.S in connection with Whirlpool Carve-Out and/or the Transaction in accordance with the terms of the constitutional documents of Agora (the “Agora Shareholder Approval”), and between the Whirlpool French Put Option Exercise Date and Completion, shall use reasonable endeavours to seek the Agora Shareholder Approval. 5.14 Between the date of this Agreement and Completion, Whirlpool shall provide the Buyer with all such information and documents as may be reasonably be requested by the Buyer in order to enable the Buyer to prepare a description in accordance with article 2:204b of the Dutch Civil Code of the contribution in kind of the Whirlpool Europe Shares in exchange for the issuance of the Whirlpool Buyer Shares at Completion, provided that nothing in this Clause 5.14 shall require Whirlpool to provide the value attributed to the Whirlpool Europe Shares or confirmation that such valuation has been based on, or meets, certain valuation standards. 5.15 One Business Day after the Primary Condition Date, Whirlpool shall provide Ardutch with an updated list of the Whirlpool In-Scope Employees and Ardutch shall provide Whirlpool with an updated list of the Ardutch In-Scope Employees, in each case as at the end of the immediately preceding calendar month, including, in each case, the relevant employee’s job title or function and confirmation of whether such employee has served or received written notice (which is current and outstanding) terminating their employment. 5.16 If any lease in respect of a manufacturing facility entered into by a Whirlpool Perimeter Entity as a tenant requires the consent of the landlord for the direct or indirect change of control of the tenant in connection with the Transaction (including the leases of the Whirlpool Change of Control Properties) (each a “Whirlpool Change of Control Lease”), Whirlpool shall, as soon as reasonably practicable after following the date of this Agreement, procure that the relevant Whirlpool Perimeter Entity applies for, and in any event no later than 90 days after the date of this Agreement. (b) Each of Rio Tinto and BHP Billiton must use its uses reasonable endeavours to do obtain, at the following things sole cost of Whirlpool, the relevant landlord’s consent to the direct or indirect change of control of the relevant Whirlpool Perimeter Entity as tenant in connection with the Transaction in accordance with the terms of such Whirlpool Change of Control Lease, provided that no party shall be required to pay any premium for the landlord’s consent nor to apply to the court for a declaration that the landlord’s consent has been unreasonably withheld or delayed. 5.17 To the extent that a landlord’s consent under a Whirlpool Change of Control Lease has not been obtained by Completion, the parties shall, acting reasonably and in good faith, co-operate to agree the appropriate steps in relation to the relevant Whirlpool Change of Control Lease. 5.18 If any lease in respect of a manufacturing facility entered into by a Ardutch Perimeter Entity as a tenant requires the consent of the landlord for the direct or indirect change of control of the tenant in connection with the Transaction (each a “Ardutch Change of Control Lease”), Ardutch shall, as soon as reasonably practicable after following the date of this Agreement, procure that the relevant Ardutch Perimeter Entity applies for, and uses reasonable endeavours to obtain, at the sole cost of Ardutch, the relevant landlord’s consent to the direct or indirect change of control of the relevant Ardutch Perimeter Entity as tenant in connection with the Transaction in accordance with the terms of such Ardutch Change of Control Lease, provided that no party shall be required to pay any premium for the landlord’s consent nor to apply to the court for a declaration that the landlord’s consent has been unreasonably withheld or delayed. 5.19 To the extent that a landlord’s consent under a Ardutch Change of Control Lease has not been obtained by Completion, the parties shall, acting reasonably and in any event no later than Completion: (i) (Common valuer): (A) identify and appoint a common valuer good faith, co-operate to determine any fair market valuations required by them agree the appropriate steps in relation to the accounting treatment relevant Ardutch Change of Control Lease. 5.20 Between the other’s Iron Ore Assetsdate of this Agreement and the Primary Condition Date, subject to paragraph (B) Ardutch and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); but (B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointed; (ii) (AUP): negotiate Whirlpool shall co-operate in good faith for to determine the purposes of agreeing the AUPs practical procedures to be undertaken followed by the Auditor; (iii) (Revised Accounting Policy): (A) negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and (B) submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of Ardutch and Whirlpool in determining the Owners initials line items comprising the Revised Accounting Policy at Completion; (iv) (Tax Allocation Methodology): negotiate in good faith for Ardutch Closing Adjustments and the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of: (A) payments made and received in respect of: (1) tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or (2) any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and (B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP Implementation Agreement Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable), for the purposes of the Funding and Distribution Policy. The Tax Allocation Methodology must have regard to the general principles set out in items 8.2 and 8.6 of the Funding and Distribution Policy; (v) (Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing: (A) the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits and Sole Risk Loans; and (B) the Initial Agreed Term for Participant Loans and Term DepositsWhirlpool Closing Adjustments, which will apply under the Funding and Distribution Policy; (vi) (Infrastructure and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the Infrastructure Sharing Agreement and the Blending Agreement); and (vii) (Set-Off Agreement): negotiate in good faith for the purposes of agreeing a legally binding Set-Off Agreement, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy. (c) The Revised Accounting Policy must: (i) be consistent in all material respects with the policies referred to in item 8 of the Accounting Policy includingprocedures shall include, without limitation, stock-taking procedures and procedures to confirm the modifications to be applied to the accounting policies quantum of the Rio Tinto Group third-party indebtedness, trade payables and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy; (ii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and (iii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are not consistent with each other, adopt the accounting policy that is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information. An accounting policy that is different from the policy used by either the Rio Tinto Group or the BHP Billiton Group may be adopted if it is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Ownerstrade receivables.

PRE-COMPLETION OBLIGATIONS. (a) Each of Rio Tinto and BHP Billiton must negotiate in good faith for 4.1 During the purposes of agreeing Terms of Reference for the Audit Committee, the Remuneration Committee, the Technical Committee and the Sustainable Development Committee as soon as reasonably practicable after period from the date of this Agreement, and Agreement to Completion each Seller shall perform its obligations as set out in any event no Schedule 3. 4.2 No later than 90 days ten (10) Business Days after the date Buyer has notified the Seller Representative in writing that the last of this Agreement.the Regulatory Conditions is satisfied or waived, the Seller Representative shall provide the Buyer with a schedule in writing (the “Completion Schedule”) setting out the details of: (a) the amount of the Paying Agent Completion Wire; (b) Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion: (i) (Common valuer): (A) identify and appoint a common valuer to determine any fair market valuations required by them in relation to the accounting treatment of the other’s Iron Ore Assets, subject to paragraph (B) and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); but (B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointedEstimated Cash Balances; (iic) (AUP): negotiate in good faith for the purposes of agreeing the AUPs to be undertaken by the AuditorEstimated Third Party Debt; (iiid) (Revised Accounting Policy): (A) negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and (B) submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of the Owners initials the Revised Accounting Policy at CompletionEstimated Working Capital; (ive) (Tax Allocation Methodology): negotiate in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of: (A) payments made and received in respect of: (1) tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or (2) any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and (B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP Implementation Agreement Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable), for the purposes of the Funding and Distribution Policy. The Tax Allocation Methodology must have regard to the general principles set out in items 8.2 and 8.6 of the Funding and Distribution PolicyInitial Consideration; (v) (Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing: (Af) the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits amount of the estimated Transaction Bonuses (together with the applicable currency/ies and Sole Risk Loans; and (B) the Initial Agreed Term for Participant Loans and Term Deposits, which will apply under the Funding and Distribution Policypayee(s)); (vig) the amount of the estimated Transaction Costs (Infrastructure together with the applicable currency/ies, payee(s) and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the Infrastructure Sharing Agreement and the Blending Agreementaccount details); and (viih) (Set-Off Agreement): negotiate each Seller’s Relevant Allocation of the Consideration, including each Seller’s Relevant Allocation of the Stock Consideration and the cash portion of the Consideration, together with reasonable supporting information for the calculation of the above items, for the Buyer’s review. The Seller Representative shall consult in good faith for the purposes of agreeing a legally binding Set-Off Agreement, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy. (c) The Revised Accounting Policy must: (i) be consistent in all material respects with the policies referred to Buyer in item 8 of the Accounting Policy includingrespect of, without limitationand, the modifications to be applied to the accounting policies of the Rio Tinto Group and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy; (ii) subject to sub-paragraph (i) above, if and to the extent that the accounting policies adopted agreed by the Rio Tinto Group Seller Representative (acting reasonably and in good faith), incorporate, any reasonable comments of the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and Buyer in respect of the Completion Schedule. Following any changes that may result from such consultation (iii) subject to sub-paragraph (i) above, if and to the extent that agreed by the accounting policies Seller Representative (acting reasonably and in good faith)), such Completion Schedule shall be final and binding, except in the case of manifest error or misstatement. 4.3 Unless otherwise directed by the Buyer in writing no later than five (5) Business Days prior to the Completion Date, effective as of the day immediately prior to the Completion Date, BETA US shall terminate the BETA US 401(k) Plan, and the Company shall provide the Buyer at least one day prior to Completion with resolutions duly adopted by the Rio Tinto board of directors of BETA US evidencing such termination. The form and substance of such resolutions shall be subject to prior review and approval by the Buyer (such approval not to be unreasonably withheld, conditioned or delayed). 4.4 Prior to the Completion Date, the Buyer shall, and [***] and [***] shall procure that each of their respective Related Sellers shall, enter into good faith discussions as to whether such Related Sellers will continue to work for, and be employed by, the Buyer Group post-Completion. If it is agreed that they will, such Related Seller and the BHP Billiton relevant member of the Buyer Group shall enter into New Employment Agreements which, if entered into prior to Completion, shall become effective upon Completion. 4.5 During the period from the date of this Agreement to Completion, the Sellers shall, and shall procure that the Group Companies and their respective directors, officers and employees shall, use their reasonable endeavours to give, the Buyer and its Representatives reasonable access during Working Hours, on reasonable advance written notice, but not so as to cause unreasonable disruption to the ongoing business of any Group Company, to such directors and employees and financial information, forecasts and other information (other than commercially sensitive information and materials, and any information or materials that are not consistent with each other, adopt subject to any confidentiality restrictions in favour of third parties) to assist the accounting policy that is expected Buyer in obtaining a valuation of the Indian assets in relation to maximise the costs to be expensed and result in such costs being reported at the earliest possible time transaction value in the JV Financial Informationprescribed manner under Indian Tax laws to determine the applicability of Indian indirect transfer Tax provisions. 4.6 Following the signing of this Agreement and prior to Completion, the Sellers shall amend the articles of association of BETA Greece to remove Article 7 par. An accounting policy that is different 5 and effect the related announcement in the Greek commercial registry, and shall provide to the Buyer a copy of the minutes of the general meeting at which such amendment was approved. 4.7 Prior to Completion, in respect of the Group’s lease of the Shanghai office premises, the Sellers shall use commercially reasonable endeavours to obtain the landlord’s written consent to the indirect change of control of the tenant arising as a result of Completion. 4.8 During the period from the policy used by either date of this Agreement to Completion, the Rio Tinto Group or Buyer shall use reasonable endeavours to prepare the BHP Billiton Group Registration Statement and Prospectus such that the Registration Statement may be adopted if it is expected to maximise filed with the costs to be expensed and result SEC promptly following Completion in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Ownersaccordance with Clause 11.3.

PRE-COMPLETION OBLIGATIONS. 6.1 During the period from the date of this Agreement to Completion: (a) Each each Management Seller, to the extent permissible under applicable Law, shall perform its obligations as set out in Schedule 3; (b) the Institutional Seller shall: (i) not create any Encumbrance over, or sell or dispose of, the Shares set out against its name in the Securities Schedule; and (ii) procure that no matter which is contrary to paragraph 1.1 of Rio Tinto Schedule 3 shall be approved, and BHP Billiton must negotiate each of the Sellers shall promptly notify the Buyer (or, in the case of any Management Seller, the Management Seller Representatives) in writing after actually becoming aware of any event, matter or circumstance which it actually knows would constitute a breach (other than any de minimis breach) of any of the undertakings or obligations set out in this Clause 6.1, including such detail as is reasonably available to the relevant Seller at such time (excluding, in each case, any constructive or imputed awareness of such Seller). The Management Seller Representatives shall notify the Buyer in writing of the same as soon as reasonably practicable after receiving any such notice from a Management Seller. 6.2 Not less than six Business Days prior to Completion, the Institutional Seller (after consulting with a Management Seller Representative in good faith) shall provide the Buyer with a schedule in writing (the “Completion Schedule”) setting out: (a) details of the Paying Agent and the Paying Agent’s Bank Account; (b) the amount of the Disclosed Transaction Bonuses and the Disclosed Net Transaction Bonuses (together with the applicable currenc(ies), payee(s) and account details); (c) the amount of the Disclosed Transaction Costs (together with the applicable currenc(ies), payee(s) and account details and the amount of any VAT (whether Irrecoverable VAT or not)); (d) the amount of the Additional Consideration; (e) an updated Securities Schedule setting out the number and class of Shares to be held by each Seller immediately prior to Completion; (f) an estimate of the Existing Revolving Facility Repayment Amount, if anything; and (g) the amount of any Agreed Leakage Amount and each Seller’s allocation thereof, together with reasonable supporting information for the calculation of the above items, including, if applicable, the relevant updated shareholders’ registry book and ownership titles, for the Buyer’s review. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith for to resolve any discrepancies in the purposes of agreeing Terms of Reference for Completion Schedule. 6.3 During the Audit Committee20-Day VWAP period, if LMC splits, combines, reclassifies, subdivides or recapitalises the Series C Formula One Stock, the Remuneration Committeenumber of shares of Series C Formula One Stock to be issued pursuant to this Agreement shall be equitably adjusted, without duplication, to proportionately reflect such split, combination, reclassification, subdivision or recapitalisation to put the Technical Committee Sellers receiving Consideration Shares in the same position as they would have been in had such split, combination, reclassification, subdivision or recapitalisation not occurred. 6.4 Each Senior Management Seller and the Sustainable Development Committee Institutional Seller shall procure that the Company: (a) provides the notification required under clause 25.7(a) of the Existing Facilities Agreement as soon as reasonably practicable after the date of this Agreement, and in any event no later than 90 days after Agreement (the date “Specified Change of this Agreement.Control Notification”); (b) delivers to the Buyer any “know your customer” or other similar requests notified to the Company pursuant to clause 25.7(b) of the Existing Facilities Agreement (“KYC Information Requests”) promptly following receipt of such KYC Information Requests by the Company; and (c) otherwise keeps the Buyer promptly informed of any communications with the Agent and/or the Lenders (as each such term is defined in the Existing Facilities Agreement) in relation to the Specified Change of Control Event following delivery of the Specified Change of Control Notification, including any notification received by the Company in accordance with clause 25.7(b)(ii) of the Existing Facilities Agreement. 6.5 Each Senior Management Seller shall procure that the Company: (a) approaches each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things existing Revolving Facility lenders under the Existing Facilities Agreement as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion:Agreement to request a waiver of their Revolving Facility Put Right (the “Change of Control Waiver”); (ib) (Common valuer):uses its reasonable endeavours to obtain within 45 days of the date of this Agreement an answer from each Revolving Facility lender under the Existing Facilities Agreement regarding such Revolving Facility lender’s willingness to grant the Change of Control Waiver; (Ac) identify provides the Buyer with reasonable opportunity in consultation with the Company to participate in obtaining the Change of Control Waiver, including permitting the Buyer to discuss the Change of Control Waiver with each Revolving Facility lender in consultation with the Company; (d) provides the Buyer reasonable opportunity to review and appoint a common valuer comment on any material draft and definitive agreements and other material documents directly related to determine the Change of Control Waiver; (e) obtains consent (not to be unreasonably withheld, conditioned or delayed) from the Buyer prior to executing any fair market valuations required by them material agreements or other material documents directly related to the Change of Control Waiver; and (f) shall keep the Buyer reasonably informed of any communications with the Agent (as such term is defined in the Existing Facilities Agreement) and/or the lenders under the Revolving Facility in relation to the accounting treatment Change of Control Waiver. 6.6 In the event that during the period between the date of this Agreement and Completion, any of the other’s Iron Ore Assets, subject Management Sellers (or an individual controlling such Management Seller for Management Sellers that are corporate bodies) dies (the “Deceased Shareholder”): (a) the Sellers (other than the Deceased Shareholder) (the “Surviving Sellers”) hereby irrevocably waive any and all pre-emption rights to paragraph (B) and having regard to acquire the tender process for the initial Auditor Purchased Shares of the WA Iron Ore JV referred Deceased Shareholder to in clause 3.6(b)(viii); but (B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers which they may be appointedentitled under the Articles of Association and the Shareholders’ Agreement. The Management Sellers (on their behalf and on behalf of any of their heirs) also hereby irrevocably waive the exercise of any Mortis Cause Put Option (as defined in the Shareholders’ Agreement) to which any of their heir(s) may be entitled under the Shareholders’ Agreement, which shall be rendered inapplicable and non-enforceable as long as this Agreement is in force; (iib) (AUP): negotiate in good faith for the purposes Surviving Sellers shall procure that the Company irrevocably waives any and all pre-emption rights to acquire the Purchased Shares of agreeing the AUPs Deceased Shareholder to which it may be undertaken by entitled under the AuditorArticles of Association and the Shareholders’ Agreement; (iiic) (Revised Accounting Policy): (A) negotiate in good faith if the Deceased Shareholder is a Rollover Management Holder and is not a Specified Roller, such Deceased Shareholder’s Requested Rollover Percentage shall be reduced to zero and such Deceased Seller’s estate or heirs will be treated as a Non-Rolling Shareholder for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clauseClause 3; and (Bd) submit if the Revised Accounting Policy Deceased Shareholder is a Specified Roller, in the event of Completion, the estate or heirs of such Deceased Shareholder will retain such Deceased Seller’s Rollover Company Shares, which will be subject to Clause 6.9.7 of the New Shareholders’ Agreement, provided that the waivers in Clause 6.6(a) and 6.6(b) shall be null and void if Completion does not occur for any reason in accordance with the terms of this Agreement. 6.7 In the period between the date of this Agreement and Completion, each Management Seller shall maintain its pledge of Transaction Security (as such term is defined in the Existing Facilities Agreement) and shall, and procure that the Company shall, carry out any other actions that may be reasonably required by BNP Paribas S.A. (as agent and security agent) pursuant to the Implementation Oversight Committee for consideration Existing Facilities Agreement in order to maintain such Transaction Security, including the ratification and/or re-granting of such Transaction Security. Each Rollover Management Holder shall maintain its pledge of Transaction Security until such Rollover Management Holder no longer owns any Shares or the Existing Facilities Agreement has been repaid in full. 6.8 In the period between the date of this Agreement and approval andCompletion, if so agreedthe Sellers, the Management Seller Representatives, the Company and each Group Company shall not, and each of them shall procure that a representative of each their respective Affiliates, Connected Persons and Representatives shall not, either directly or indirectly and whether or not in conjunction with any third party, make any initial or further approach to, or engage regarding any approach from, or enter into, continue or encourage any discussions or negotiations with, any other person relating to the possible purchase of the Owners initials Company or any other Group Company or any of their respective businesses or equity securities or, except in the Revised Accounting Policy ordinary course of trading, any part of their respective business or any of their material assets, (and any of the foregoing shall be referred to as a “Competing Offer”) nor enter into any agreement or arrangement with any other person relating to a Competing Offer nor make available any information relating to the Company or any other Group Company in connection with a Competing Offer. This Clause 6.8 shall be without prejudice to the rights and obligations of the parties under Clauses 6.1 and 15 and Schedule 3. Nothing in this Clause 6.8 shall in any way restrict or prohibit the Sellers, the Management Seller Representatives, any Group Company and/or any of their respective Affiliates, Connected Persons and Representatives from: (a) disclosing to other prospective purchasers the fact that the Sellers have entered into definitive agreements with the Buyer and LMC in connection with the Transaction; or (b) making any disclosure or announcement which is reasonably required by law or by regulatory or governmental authority (including the rules and regulations of any relevant stock exchange). 6.9 Subject to Clause 6.10, in the period between the date of this Agreement and Completion, each Management Seller shall procure that the Buyer and its agents shall, subject to any limitations imposed by Anti-trust Laws, be allowed: (a) reasonable access to, and to take copies of (at Completionthe Buyer’s sole expense), the books, records and documents of or relating in whole or in part to the Group; and (b) reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance and explanations as the Buyer or any person acting on the Buyer’s behalf may reasonably request), in each case solely for the purposes set forth in Clause 6.10(b) below. 6.10 Any access granted pursuant to Clause 6.9 shall only be permitted: (a) within Working Hours upon reasonable prior notice having been provided to a Management Seller Representative and the Institutional Seller; (b) to the extent reasonably required by the Buyer (including to plan for (i) the integration of the Group into the Buyer Group, subject to any limitations imposed by Anti-trust Laws or (ii) any roll out of a management incentive plan to take effect from Completion); and (c) if the Buyer and its agents provide any confidentiality undertakings that may be reasonably required by the Institutional Seller and/or a Management Seller Representative in connection with such access, provided that access shall not give the Buyer or its agents any rights to give instructions or otherwise interfere with the management, business or conduct of any Group Company and any such access is otherwise subject to the legal, regulatory and compliance obligations of the Group Companies and the Sellers. 6.11 The Sellers will procure the convening, in accordance with the Articles of Association, of a General Meeting (as defined in the Shareholders’ Agreement) to be held before Completion for the sole purpose of, and will vote in favour of, approving the resignation (or in its absence, the removal) of the directors of the Company at that time and the appointment of directors as designated by the Buyer (which shall be for a number of directors equal or up to those currently in office), in all cases subject to and conditional upon Completion occurring as provided for in this Agreement. Other than in respect of the foregoing, the Institutional Seller shall have no obligation or liability whatsoever with respect to any resolution intended to be passed at such General Meeting. 6.12 At least five Business Days prior to the relevant due date for the payment of the Upfront Amount or Buyer Break Fee, (a) the Institutional Seller shall provide wire instructions for such payment and (b) the Sellers shall comply with any reasonable “know your customer” or other similar requests (including, without limitation, by providing an applicable executed Internal Revenue Service Form W-8 or W-9 or successor form) made by LMC at least eight Business Days prior to such due date. 6.13 From the date of this Agreement until Completion, without the prior written consent of LMC, the Institutional Seller shall not, and the Institutional Seller shall procure that its Affiliates shall not, directly or indirectly, (i) acquire, offer or seek to acquire, agree to acquire or acquire rights to acquire directly or indirectly, (whether by purchase, tender or exchange offer or otherwise), any shares of Series C Formula One Stock or any securities convertible into or exercisable or exchangeable for any shares of Series C Formula One Stock, (ii) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Series C Formula One Stock or any securities convertible into or exercisable or exchangeable for any shares of Series C Formula One Stock, (iii) engage in any derivative or hedging transaction or other arrangement, (including, without limitation, any short sale, or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the Institutional Seller or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Series C Formula One Stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of shares of Series C Formula One Stock, other securities, in cash or otherwise, or (iv) (Tax Allocation Methodology): negotiate publicly disclose the intention to do any of the foregoing prior to Completion. Nothing in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution this Clause 6.13 is intended to Iron Ore Assets and Iron Ore Liabilitiesor shall restrict, and Excluded Assets and Excluded Liabilities, of: (A) payments made and received in respect preclude or otherwise limit any activities of: (1) tax by the Head Company any person referred to in paragraph (a)(vi) (and any person referred to in paragraphs (a)(vii) and (a)(viii) insofar as they relate to any person referred to in paragraph (a)(vi)) of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable)definition of “Affiliate”; or (2) any other taxes (including GST, payroll tax, land tax third party manager of any Fund acting under their own discretion or like items) which are assessed or payable on a group basis; and (B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company investment of any Affiliate of the BHP Implementation Agreement Billiton Consolidated Group Institutional Seller therein; or the Rio Tinto Consolidated Group (as applicable), for the purposes 3) any subsidiary or parent undertaking of the Funding and Distribution PolicyLX1 Seller or CPP Investment Board Europe S.à r.x. The Tax Allocation Methodology must have regard from time to time a material part of whose business includes the general principles set out in items 8.2 and 8.6 undertaking of the Funding and Distribution Policy; (v) (Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing: (A) the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits and Sole Risk Loans; and (B) the Initial Agreed Term for Participant Loans and Term Deposits, which will apply under the Funding and Distribution Policy; (vi) (Infrastructure and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the Infrastructure Sharing Agreement and the Blending Agreement); and (vii) (Set-Off Agreement): negotiate in good faith for the purposes of agreeing a legally binding Set-Off Agreement, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy. (c) The Revised Accounting Policy must: (i) be consistent in all material respects with the policies investment activities referred to in item 8 this Clause 6.13 in publicly listed companies, in each case provided that such activities are carried out independently without any direction from or on behalf of the Accounting Policy includingInstitutional Seller and, without limitationin the case of sub-Clause (3), the modifications to be applied to the accounting policies of the Rio Tinto Group and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy; (ii) are subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and (iii) subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are not consistent with each other, adopt the accounting policy that is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information. An accounting policy that is different from the policy used by either the Rio Tinto Group or the BHP Billiton Group may be adopted if it is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Ownersappropriate information barriers.