Considerations for the transaction

As consideration for the transaction:

(ii) Issue to [Counterparty] common shares of [HoundCo] upon the execution of the definitive agreement, plus common shares on each of the next five anniversaries of the date of the definitive agreement, for a total of common shares of [HoundCo] (the “Payment Shares”);

(iii) Spend $ the “First Earn-In Amount”) prior to the third anniversary of the date of the definitive agreement, with a minimum expenditure of $ per year (inclusive of expenditures carried forward from previous years as applicable), to earn % of [Counterparty]’s interest in and to the project;

(iv) Spend an additional $ prior to the fifth anniversary of the date of the definitive agreement to earn an additional % of [Counterparty]’s interest in and to the project; and

(v) Reimburse [Counterparty] for all exploration expenditures incurred prior to the date of the definitive agreement, which reimbursement will be counted towards the first earn-in amount; and

(b) [Counterparty] is required to maintain its obligation to issue the underlying vendor of the project common shares of [Counterparty] over five years.


Written by Rajah. Rajah Lehal is Founder and CEO of Clausehound.com. Rajah is a legal technologist and technology lawyer who is, together with the Clausehound team, capturing and sharing lawyer expertise, building deal negotiation libraries, teaching negotiation in classrooms, and automating negotiation with software.