THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of August 12, 2004, by and between Hyperdynamics Corporation , a corporation organized under the laws of State of Delaware, with its principal executive office at ,9700 Bissonet, Suite 1700, Houston TX 77036 (the “Company”), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. INVESTMENT AGREEMENTInvestment Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 12, 2005 by and between Hyperdynamics Corporation, a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership (the "Investor").
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. SECURITY AGREEMENTSecurity Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of August 12, 2005, by and between Hyperdynamics Corp., a Delaware corporation with its principal place of business located at 9700 Bissonnet, Suite 1700, Houston, Texas 77036 and it's subsidiaries (the "Company"), and the Dutchess Private Equities Fund, II, LP (the "Secured Party").
Hyperdynamics Corp. This offering consists of $1,500,000 of the Company’s 5 Year Convertible Debentures convertible into the Company’s Common Stock. SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
Convertible Debentures of Hyperdynamics Corp. and it's subsidiaries (the “Company”) are being offered (the “Debentures”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated under the 1933 Act.
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW.Debenture Registration Rights Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
DENBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 12, 2005, by and between Hyperdynamics Corp.., a company organized under the laws of state of Delaware, (the “Company”), and the undersigned Holder (the “Holder”).
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. WARRANT AGREEMENTWarrant Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Massachusetts
Hyperdynamics Corp., Inc., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received from Dutchess Private Equities Fund, II, L.P., ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of five hundred thousand (500,000) shares of Common Stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to the Fixed Conversion Price (as defined in the Debenture Agreement). The Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its issuance (the "Expiration Date"), subject to the following terms and conditions:
ContractEmployment Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. DEBENTURE AGREEMENTHyperdynamics Corp • January 12th, 2006 • Crude petroleum & natural gas • Massachusetts
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THIS AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12, 2005, BELOW. IRREVOCABLE TRANSFER AGENT INSTRUCTIONSHyperdynamics Corp • January 12th, 2006 • Crude petroleum & natural gas
This letter shall serve as our irrevocable authorization and direction to Fidelity Transfer (the "Transfer Agent") to do the following:
HYPERDYNAMICS CORPORATION PLACEMENT AGENT AGREEMENTUnderwriter Agreement • January 12th, 2006 • Hyperdynamics Corp • Crude petroleum & natural gas • Delaware
The undersigned, Hyperdynamics Corporation, a Delaware corporation (the “COMPANY”), hereby agrees with US EURO Securities, Inc. (the “PLACEMENT AGENT”) and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the “INVESTOR”) as follows:
Letterhead of Clear Financial Solutions, Inc.]Hyperdynamics Corp • January 12th, 2006 • Crude petroleum & natural gas
Kent Watts Chief Executive Officer Hyperdynamics Corp. 9700 Bissonnet, Suite 1700 Houston, TX 77036 Dear Kent: It was a pleasure to sit down with you and Harry this morning and visit about our journeys over the past few years. I appreciate the opportunity to work with you and look forward to a long and rewarding relationship. The following is a list of services available from Clear Financial Solutions, Inc. (Firm). We hope to exceed your expectations of service from our firm by clearly identifying the services to be provided, their frequency, and the objectives and limitations of such services. We have prepared this proposal for services based our meeting with the management of Hyperdynamics Corp. (Client). We provide the following services for our clients:
