SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2008 • Hyperdynamics Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2008, between Hyperdynamics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT HYPERDYNAMICS CORPORATIONWarrant Agreement • May 12th, 2008 • Hyperdynamics Corp • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seventh year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hyperdynamics Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
HYPERDYNAMICS CORPORATION PLACEMENT AGENCY AGREEMENTPlacement Agent Agreement • May 12th, 2008 • Hyperdynamics Corp • Crude petroleum & natural gas • New York
Hyperdynamics Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to one or more qualified investors (collectively, the “Investors”) (i) up to an aggregate of 2,424,242 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants to purchase up to 2,424,242 shares of Common Stock (the “Warrants” and collectively with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage C.K. Cooper & Company, Inc. as its exclusive placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities. The Securities are described more fully in the Prospectus that is referred to below.
