GLOBAL AMENDMENT
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This Global Amendment (the" Amendment") to those certain agreements
previously entered into (collectively, "the Previous Agreements") by and between
Hyperdynamics Corpoartion ("Hyperdynamics"), a Delaware corporation, and,
Dutchess Private Equities Fund, II, LP, a Delaware limited partnership, is made
on this _____ day of ____________ 2005. The "Previous Agreements" are those
certain eight agreements and documents executed by one or more of the parties
hereto on August 11 and/or 12, 2005 that resulted in Dutchess delivering
approximately $909,025 in cash to Hyperdynamics on approximately August 12,
2005, to wit: Warrant Agreement; Debenture Agreement; Debenture Registration
Rights Agreement; Equity Line Registration Rights Agreement; Investment
Agreement; Security Agreement; Subscription Agreement; and Transfer Agent
Instructions.
WHEREAS, Hyperdynamics common stock is listed on the American Stock
Exchange under the trading symbol "HDY" (the "Listing").
WHEREAS, Dutchess and Hyperdynamics agree that it will benefit both of them
for Hyperdynamics to be remain in compliance with the continued listing
requirements of the American Stock Exchange and thereby continue the Listing.
WHEREAS, the American Stock Exchange requires listed companies to obtain
shareholder approval before issuing 20% or more of their common stock.
WHEREAS, Hyperdynamics has not obtained shareholder approval to issue 20%
or more of its common stock to Dutchess.
WHEREAS, a possibility exists that circumstances could arise where,
pursuant to the Previous Agreements, Hyperdynamics could be obligated to issue
more than 20% of its common stock to Dutchess.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
1. Additional Paragraph. All of the Previous Agreements are hereby amended
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to add the following paragraph to each of the Previous Agreements, and effective
as of the same date and time of their original execution:
"SUPERSEDING CLAUSE. Not withstanding anything else herein or contained in any
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agreement with Hyperdynamics entered into with Dutchess on August 11 and/or 12,
2005, under no circumstances shall Hyperdynamics be required to issue more than
an aggregate of 8,400,000 shares of its common stock to Dutchess, or any of
Dutchess's heirs, successors or assigns, in connection with the Previous
Agreements, prior to Hyperdynamics obtaining shareholder approval for such stock
issuance."
2. Other. In all other respects, the Previous Agreements are unchanged.
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IN WITNESS WHEREOF, the parties hereto have executed or caused this Global
Amendment to be executed this _____ day of ___________ 2005.
HYPERDYNAMICS CORPORATION
By:
Xxxx Xxxxx, Chief Executive Officer
DUTCHESS PRIVATE EQUITIES FUND, II, L.P.
BY ITS GENERAL PARTNER,
DUTCHESS CAPITAL MANAGEMENT, LLC
By: /s/Xxxxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Managing Member
