DECEMBER 21, 2005 AMENDMENT
Exhbit
10.7 DECEMBER
21, 2005 AMENDMENT
DECEMBER
21, 2005 AMENDMENT
This
December
21, 2005 Amendment
(the"
Amendment") to the certain Subscription
Agreement (the "Subscription Agreement") and Investment Agreement (the
"Investment Agreement") and Debenture Agreement (the "Debenture Agreement"),
all
dated August 12, 2005, previously
entered into ("the Previous Agreements") by and between Hyperdynamics
Corporation ("Hyperdynamics"), a State of Delaware corporation, and,
Dutchess
Private Equities Fund II, LP, a Delaware limited partnership, is made on this
21st day of December 2005.
WHEREAS,
it is
in the best interest of both parties to facilitate (the "Facilitation") the
filing, review and effectiveness of the Form S-1 Amendment Number 2 to be filed
in connection with the Previous Agreements.
WHEREAS,
the
Facilitation will be furthered by amending the Previous Agreements.
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.
|
Amendment
to Subscription Agreement.
The Subscription Agreement is hereby amended to DELETE in its entirety
the
final paragraph of its Section
3v. as follows:
|
The
DELETION in its entirety of the following final paragraph of its Section
3v. of the Subscription Agreement:
"Upon
receipt by the Company of an aggregate amount of one million ($1,000,000) in
financing ("Threshold Amount") from Holder or another source, including exercise
of any existing Warrants , the Company shall pay back one hundred percent (100%)
of the amount above the Threshold Amount to the Redemption of the Debenture.
The
payment shall be made regardless of whether a Payment is due at the time the
Company reach the Threshold Amount, and for each financing."
This
DELETION results in Section
3v.
of the
Subscription Agreement as amended reading in its entirety as
follows:
"3v.
Additional Financings. The Company shall not, directly nor indirectly, without
the prior written consent of Holder, offer, sell, grant any option to purchase,
or otherwise dispose of (or announce any offer, sale, grant or any option to
purchase or other disposition) any of its Common Stock or securities convertible
into Common Stock, or file any registration statement, including those on Form
S-8, for any securities (a "SUBSEQUENT FINANCING") for a period of 360 (three
hundred and sixty) days after the Effective Date. ("Lock Up
Period").
During
the twelve (12) month period following Closing, or if there is any
outstanding
balance on the Debentures, the Holder shall retain a first right of refusal
for
any additional financings. The Company must submit to the Holder a duly
authorized term sheet of the financing and the Holder may elect, in writing
within five (5) days, to exercise its right to finance the Company upon the
same
terms and conditions. In the event the Holder chooses not to complete such
financing, the Company may proceed with the proposed third-party financing
on
the same terms and conditions as contained in the notice to Holder. The Company
will file within three (3) business days any necessary documentation required
by
the SEC to reflect the Holder's new position."
|
2.
|
Amendment
to Investment Agreement.
The Investment Agreement is hereby amended to DELETE in its entirety
its
Section 4(V).
|
|
3.
|
Amendment
to Debenture
Agreement.
The
Debenture
Agreement is hereby amended to DELETE in its entirety its Article
17.
|
|
4.
|
Other.
In all other respects, the Previous Agreements are
unchanged.
|
[Signatures
Appear on the Next Page]
IN
WITNESS WHEREOF,
the
parties hereto have executed or caused this Amendment to be executed this 21st
day of December 2005.
Hyperdynamics
Corporation
By:
/s/Xxxx Xxxxx
Xxxx
Xxxxx, CEO
DUTCHESS
PRIVATE EQUITIES FUND II, L.P.
BY
ITS GENERAL PARTNER,
DUTCHESS
CAPITAL MANAGEMENT, LLC
By:/s/Xxxxxxx
X. Xxxxxxxx
Xxxxxxx
X. Xxxxxxxx, Managing Member
