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.


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