AMENDMENT TO THE AUGUST 29, 2008 TRANSACTION BETWEEN ENABLE GROWTH PARTNERS LP AND HYPERDYNAMICS CORPORATION.
|
Exhibit 10.1
|
Amendment
|
AMENDMENT
TO THE AUGUST 29, 2008 TRANSACTION BETWEEN
ENABLE
GROWTH PARTNERS LP AND HYPERDYNAMICS CORPORATION.
This
Amendment to that certain August 29, 2008 transaction between Enable Growth
Partners LP And Hyperdynamics Corporation ( the “Amendment”) is entered into on
September 9, 2008 by an between Enable Growth Partners LP (ENABLE”) and
Hyperdynamics Corporation (“Hyperdynamics”).
Whereas
on August 29, 2008, the parties entered into that certain Securities Purchase
Agreement (the “SPA”) whose exhibits were a form of a convertible debenture (the
“Form of Debenture”) and a form of a warrant (the “Form of
Warrant”)(collectively, the “Transaction Documents”).
Whereas,
the parties desire to amend the Transaction Documents to comply with the rules
of the American Stock Exchange for a listing of additional shares without a
shareholder vote.
Whereas,
this amendment is in the best interest of both of the parties.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment,
Enable and Hyperdynamics agree as follows:
|
1.
|
Amendment to the
SPA.
|
(i) The
SPA at Article I Section 1.1 definitions of “Shareholder Approval” is amended
in its entirety by the following:
““Shareholder Approval”
means such approval as may be required by the applicable rules and regulations
of The American Stock Exchange (or any successor entity) from the shareholders
of the Company with respect to the transactions contemplated by the Transaction
Documents, including the issuance of all of the Underlying Shares in excess of
19.99% of the issued and outstanding Common Stock on May 11, 2008.”
(ii) Section
4.11 of the SPA is hereby amendment in its entirety by the
following:
“Listing of Common
Stock. The Company hereby agrees to use best efforts to maintain the
listing and quotation of the Common Stock on a Trading Market, and as soon as
reasonably practicable following the Closing (but not later than the Closing
Date) to list or quote all of the Underlying Shares on such Trading Market. The
Company further agrees, if the Company applies to have the Common Stock traded
on any other Trading Market, it will then include in such application all of the
Underlying Shares, and will take such other action as is necessary to cause all
of the Underlying Shares to be listed or quoted on such other Trading Market as
promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its Common Stock on
a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. In
addition, the Company shall hold a special meeting of shareholders (which may
also be at the annual meeting of shareholders) at the earliest practical date
after the date hereof, and in any event on or before the 60th
calendar day following the Closing Date, for purposes of obtaining the
Shareholder Approval, with the recommendation of the Company’s Board of
Directors that such proposal be approved, and the Company shall solicit proxies
from its shareholders in connection therewith in the same manner as all other
management proposals in such proxy statement and all management-appointed
proxyholders shall vote their proxies in favor of such proposal. If
the Company does not obtain Shareholder Approval at the first meeting, the
Company shall call a meeting every two months thereafter to seek Shareholder
Approval until the earlier of the date Shareholder Approval is obtained or the
Debentures are no longer outstanding.”
2.
Amendment to the Form
of Debenture. The Form of Debenture at its footnote number 3
is amended in its entirety by the following:
“19.99%
of the number of shares of Common Stock outstanding on the May 11,
2008.”
3.
Amendment to the Form
of Warrant. The Form of Warrant at its footnote number 2 is
amended in its entirety by the following:
“Insert
number equal to 19.99% as of May 11, 2008.”
4.
In all other respects, the Transaction Documents are unchanged.
5.
The Company shall, by 8:30 a.m. (New York City time) on the Trading Day
immediately following the date hereof, issue a Current Report on Form 8-K,
disclosing the material terms of this Amendment and attaching this Amendment as
an exhibit thereto.
[signatures
appear on the next page]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized signatories as of September 9,
2008.
HYPERDYNAMICS
CORPORATION
/s/
Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
ENABLE
GROWTH PARTNERS LP.
/s/
Xxxxxxx X’Xxxx
Xxxxxxx
X’Xxxx
President
and Chief Investment Officer
