Highlights of the partnership agreement include the following:
- Cordoba offers HPX the priority right to fund a minimum of 50% of any future equity raising by Cordoba. Up to a maximum ownership interest by HPX of 35%;
- HPX has pre-emptive / anti-dilution rights to maintain its ownership percentage in Cordoba in future equity financings. As long as the holdings of common shares of Cordoba by HPX and its affiliates remains above 10%;
- HPX has the right, but not the obligation, to nominate and have appointed a director to the board of Cordoba as long as its shareholding in Cordoba remains above 10%;
- Each of HPX and Cordoba agree to provide the other with a non-exclusive right to review opportunities that either may have in Mexico and South and Central America for future participation by the other; and
- HPX agrees to a standstill provision for a period of three years following closing of the Private Placement subject to certain exceptions.