Common use of New Opportunities Clause in Contracts

New Opportunities. (a) If an Owner or the Manager becomes aware of a potential New Opportunity, it must provide as soon as reasonably practicable notice to: (i) in the case of a New Opportunity in respect of which an Owner has provided notice, the Manager and the other Owner; or (ii) in the case of a New Opportunity in respect of which the Manager has provided notice, each Owner. (b) The Manager must progress the proposal to acquire that New Opportunity (including negotiating the terms of that proposal with third parties) * * * (f) an Owners’ Council meeting will be convened to determine whether the New Opportunity the subject of the New Opportunity Notice will proceed as part of WA Iron Ore JV. * * * (g) If: (i) the Owners’ Council votes in favour of proceeding with the New Opportunity, paragraph (i) will apply; or (ii) the Owners’ Council does not vote in favour of proceeding with the New Opportunity, the New Opportunity will not proceed as part of the WA Iron Ore JV, and the Owner that voted in favour of proceeding with the New Opportunity (the Sole Funding Party) * * * elect by notice to the other Owner and to the Manager to proceed with the New Opportunity outside the WA Iron Ore JV (a Sole Risk Opportunity). (i) 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 (i) If the Owners’ Council agrees to proceed with the New Opportunity as part of the WA Iron Ore JV: (i) the New Opportunity will proceed as part of the WA Iron Ore JV;

New Opportunities. (a) If an Owner or the Manager becomes aware of a potential New Opportunity, it must provide as soon as reasonably practicable notice to: (i) in the case of a New Opportunity in respect of which an Owner has provided notice, the Manager and the other Owner; or (ii) in the case of a New Opportunity in respect of which the Manager has provided notice, each Owner. (b) The Manager must progress the proposal to acquire that New Opportunity (including negotiating the terms of that proposal with third parties) * * * (f) an Owners’ Council meeting will be convened to determine whether the New Opportunity the subject of the New Opportunity Notice will proceed as part of WA Iron Ore JV. * * * (g) If: (i) the Owners’ Council votes in favour of proceeding with the New Opportunity, paragraph (i) will apply; or (ii) the Owners’ Council does not vote in favour of proceeding with the New Opportunity, the New Opportunity will not proceed as part of the WA Iron Ore JV, and the Owner that voted in favour of proceeding with the New Opportunity (the Sole Funding Party) * * * elect by notice to the other Owner and to the Manager to proceed with the New Opportunity outside the WA West Australian Iron Ore JV (a Sole Risk Opportunity). (i) Production Joint Venture Agreement * * * 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 CommissionCommission Manager to proceed with the New Opportunity outside the WA Iron Ore JV (a Sole Risk Opportunity). (i) If the Owners’ Council agrees to proceed with the New Opportunity as part of the WA Iron Ore JV: (i) the New Opportunity will proceed as part of the WA Iron Ore JV;