SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2008 • Hyperdynamics Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 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”).
Series A/Series B] COMMON STOCK PURCHASE WARRANT HYPERDYNAMICS CORPORATIONWarrant Agreement • September 2nd, 2008 • Hyperdynamics Corp • Crude petroleum & natural gas
THIS [Series A/Series B] 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 • September 2nd, 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 $5 million in aggregate principal amount of convertible notes (the “Notes”), which are convertible into shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) based on an initial conversion price of $2.25 and (ii) warrants to purchase up to 5,000,000 shares of Common Stock (the “Warrants” and collectively with the Notes, the “Securities”). The shares of Common Stock issuable upon conversion of the Notes are hereinafter referred to as the “Shares” 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. T
