YA GLOBAL INVESTMENTS, L.P.
Exhibit
10.1 ----- Letter Agreement with Yorkville
YA
GLOBAL INVESTMENTS, L.P.
000
XXXXXX XXXXXX, XXXXX
0000
XXXXXX XXXX, XX
00000
May 20,
2008
Hyperdynamics
Corporation
One Xxxxx
Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx
Xxxx, Xxxxx 00000
Attention: Xxxx
X. Xxxxx
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Re:
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Warrant
to purchase 550,000 shares of common stock issued by Hyperdynamics
Corporation ("Company") to
YA Global Investments, L.P. (“YA
Global”)
on February 6, 2008 (the “Warrant”)
and the Secured Notes issued by the Company to YA Global on February 6,
2008 and February 29, 2008 the “Notes”)
in the original principal amount of
$2,000,000.
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Dear Xx.
Xxxxx:
This
letter agreement shall confirm our understanding regarding the adjustments to
the Warrant and Note resulting from the Company's issuance of shares of Common
Stock in connection with the offering described in its Form 424b(5) prospectus
supplement with SEC File Number 333-148287 for a shelf offering take down (the
“Offering”). All capitalized
terms not defined herein shall have the meaning ascribed to them in the Warrant
or the Notes. The parties hereto agree as follows:
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A.
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Adjustment
to Warrant Exercise Price and Warrant Shares. As a result of the Company's
issuance of Common Stock at a price of $1.65 per share pursuant to the
Offering, pursuant to Section 8(a) of the Warrant, the Warrant Exercise
Price shall be reduced from $2.00 per share to $1.65 per share.
Furthermore, the number of Warrant Shares issuable upon exercise of the
Warrant shall be increased from 550,000 to 666,666 shares of Common
Stock.
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B.
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Exercise
of Warrant on Cash Basis, Pursuant to the Warrant, YA Global shall have
the option of a Cashless Exercise if at the time of exercise the Warrant
Shares are not subject to an effective registration statement. YA Global
agrees to promptly exercise the Warrant on a Cash Basis provided that
Warrant Shares issued to YA Global are issued pursuant to, and in
accordance with the Company's effective shelf registration statement and
such shares are admitted for listing on the American Stock Exchange. YA
Global shall execute the Exercise Notice attached hereto as "Exhibit A" and
simultaneously upon the issuance of the Warrant Shares without restrictive
legends, shall pay to the Company the Warrant Exercise Price by wire
transfer of immediately available funds. The Company covenants and agrees
that the Warrant Shares shall be freely tradable shares, shall not contain
any restrictive legends, and shall be free of any transfer
restrictions.
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C.
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Adjustment
to Fixed Conversion Price. As a result of the Company's issuance of Common
Stock at a price of $1.65 per share pursuant to the Offering, pursuant to
Section 5(a) of the Note, the fixed portion of the Conversion Price shall
initially be reduced from $2.00 per share to $1.65 per share. Furthermore,
the Company shall provide YA Global with information indicating the value
associated with the issuance of warrants in connection with the Offering.
Upon receipt of such information, a further adjustment may be made to the
conversion price in accordance with Section 5(a)(iv)of the
Note.
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D.
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The
issuance of the shares of common stock in this transaction are subject to
approval by the American Stock Exchange. YA Global is under no obligation
to exercise until such approval from the American Stock Exchange
occurs.
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If the
foregoing accurately reflects our understanding regarding this matter, please
indicate your agreement and acceptance by signing in the space provided below
and returning an executed copy of this letter to us.
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Sincerely
yours,
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YA Global
Investments, L.P.
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By:
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Yorkville
Advisors, LLC
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Its:
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Investment
Manager
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EXERCISE
NOTICE
TO
BE EXECUTED
BY
THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
The
undersigned Holder hereby exercises the right to purchase 666,666 of the shares
of Common Stock (“Warrant Shares”) of Hyperdynamics
Corporation (the “Company”), evidenced by
the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.
(a) Payment of Warrant Exercise
Price. The Holder shall pay the Aggregate Exercise Price of $1,100,000 to the
Company in accordance with the terms of the Warrant.
(b) Delivery of Warrant
Shares. The Company shall deliver to the Holder 666,666 Warrant
Shares in accordance with the terms of the Warrant.
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Date:
May 20, 2008
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Name
of Registered Holder
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YA
Global Investments, L.P.
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By:
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Yorkville
Advisors, LLC
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Its:
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Investment
Manager
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By:
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Name:
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Xxxx
Xxxxxxx
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Title:
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Managing
Member
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